UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2025
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41886 | 52-2150697 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 104 Coleman Boulevard, Savannah, Georgia | 31408 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (912) 236-1561
Former name or former address, if changed since last report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | CTRN | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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 | |