Citi Trends Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2025, Citi Trends, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) in a virtual format. At the 2025 Annual Meeting, the Company’s stockholders approved an amendment to the Citi Trends, Inc. 2021 Incentive Plan (the “2021 Incentive Plan”) to increase the number of shares authorized under the 2021 Incentive Plan by 500,000 shares (the “Amendment”). The 2021 Incentive Plan was originally approved by the Company’s stockholders at the 2021 annual meeting of stockholders.
A summary of the material terms of the 2021 Incentive Plan, as amended, is set forth under the caption “Proposal 3: Approval of an Amendment to the Citi Trends, Inc. 2021 Incentive Plan to Increase the Number of Shares Available By 500,000” in the Company’s definitive proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”), which summary is incorporated herein by reference.
The summaries of the 2021 Incentive Plan and the Amendment contained herein and in the Proxy Statement are not complete and are qualified in their entireties by the full text of the Citi Trends, Inc. Amended and Restated 2021 Incentive Plan (the “Amended and Restated 2021 Incentive Plan”). A Copy of the Amended and Restated 2021 Incentive Plan is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected eight director nominees whose terms will expire at the 2026 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s named executive officers as set forth in the Proxy Statement, (3) approved the Amendment, and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.
The voting results were as follows:
(1) The election of eight directors:
| Board of Directors Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||||
| Wesley Calvert | 5,900,643 | 8,749 | 942 | 1,239,101 | |||||||||||
| Pamela Edwards | 4,592,591 | 1,317,001 | 742 | 1,239,101 | |||||||||||
| David Heath | 5,883,314 | 26,078 | 942 | 1,239,101 | |||||||||||
| Margaret L. Jenkins | 5,426,399 | 483,193 | 742 | 1,239,101 | |||||||||||
| Michael Kvitko | 5,879,835 | 29,557 | 942 | 1,239,101 | |||||||||||
| Chaoyang (Charles) Liu | 5,904,305 | 5,087 | 942 | 1,239,101 | |||||||||||
| Cara Sabin | 5,423,042 | 486,400 | 892 | 1,239,101 | |||||||||||
| Kenneth D. Seipel | 5,426,765 | 482,827 | 742 | 1,239,101 | |||||||||||
(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 5,346,663 | 562,829 | 842 | 1,239,101 | |||||||||
(3) A proposal to amend the 2021 Incentive Plan to increase the number of shares authorized for grant by 500,000 shares:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,734,386 | 909,146 | 266,802 | 1,239,101 | |||||||||
(4) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 7,125,021 | 22,550 | 1,864 | 0 | |||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Citi Trends, Inc. Amended and Restated 2021 Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CITI TRENDS, INC. | ||
| Date: June 9, 2025 | By: | /s/ Kenneth D. Seipel |
| Name: | Kenneth D. Seipel | |
| Title: | Chief Executive Officer | |