Citi Trends Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the eight nominees named in the proxy statement to the board of directors to serve until the 2027 annual meeting or until their earlier death, resignation, removal or disqualification.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking approval to affirm its compensation design, which emphasizes pay-for-performance through a mix of base salary, EBITDA‑linked annual cash incentives, and long‑term equity awards (including CEO performance-based restricted shares tied to sustained stock-price hurdles). The Compensation Committee points to governance safeguards—stock ownership guidelines, a compensation clawback policy, limits on hedging and pledging, use of independent compensation consultants, and performance-based equity metrics—to argue that pay aligns with long‑term shareholder interests. The company highlights recent operational and financial improvements (notably improved Adjusted EBITDA and sustained stock-price appreciation) and notes historically strong say-on-pay support (~90% in 2025) as evidence of alignment with shareholders. The advisory vote is non-binding, so a FOR outcome signals shareholder support but does not compel changes; conversely, a significant vote against would prompt the Compensation Committee to evaluate and consider modifications. The proposal’s structure and management’s rationale emphasize rewarding sustained EBITDA improvement and stock-price appreciation while retaining executives, and the CEO’s award is heavily performance‑contingent with multi‑year vesting to deter short‑termism. From a governance perspective, the company also stresses transparency in disclosure, the Compensation Committee’s independent oversight, and incorporation of shareholder feedback in setting compensation. Given these elements, the board recommends FOR to reaffirm the current compensation framework but remains committed to considering stockholder feedback in future cycles.

3. 3

   Ratification of Independent Registered Public Accounting Firm Appointment

   ManagementBoard: FOR

   Ratify, on a non-binding basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027.

Upcoming shareholder meetings at Citi Trends Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Citi Trends Inc 2026 annual meeting?

Citi Trends Inc (CTRN) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Citi Trends Inc 2026 meeting?

The record date for the Citi Trends Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Citi Trends Inc's 2026 meeting?

The board is presenting 8 director nominees at the Citi Trends Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Citi Trends Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Citi Trends Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.