Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March20, 2018, the Board of Directors of Citi Trends,Inc. (the “Company”) adopted an amendment to the Company’s Second Amended and Restated Bylaws (the “Amendment”), which took effect upon adoption by the Company’s Board of Directors. The Amendment provides that the exclusive forum for all internal corporate claims will be the Court of Chancery of the State of Delaware, or, in the event that the Court of Chancery does not have jurisdiction, the U.S. District Court for the District of Delaware shall be the sole and exclusive forum for such internal claims.
Although stockholder approval is not required to adopt the Amendment, the Board of Directors has determined to seek a non-binding, advisory stockholder vote to ratify the Amendment at the 2018 annual meeting of stockholders of the Company (the “Annual Meeting”). The vote is advisory, and will not be binding upon the Company or the Board of Directors, but the Board of Directors currently intends to repeal the Amendment if stockholder ratification is not obtained at the Annual Meeting.
The foregoing summary is subject to, and qualified in its entirety to the Amendment, attached hereto as Exhibit3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.