Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Story continues below

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As reported below, at the 2017 annual meeting of stockholders
(the Annual Meeting) of Citi Trends,Inc. (the Company) held on
May24, 2017, the Companys stockholders approved an amendment to
the Companys amended and restated bylaws (the Second Amended and
Restated Bylaws) to adopt a majority voting requirement for
uncontested director elections. Under the amended provisions, in
a contested election, directors will continue to be elected by a
plurality of the shares represented in person or by proxy at any
such meeting and entitled to vote on the election of directors.

to the Second Amended and Restated Bylaws, an incumbent director
who fails to receive the required number of votes in an
uncontested election will be required to tender his or her
resignation to the Board of Directors (the Board), and the
Nominating and Corporate Governance Committee will make a
recommendation to the Board on whether to accept or reject the
resignation, or whether other action should be taken. The Second
Amended and Restated Bylaws require that the Board disclose
publicly its decision and rationale with respect to the tendered
resignation within 90 days following certification of the
stockholder vote.

In addition, on May23, 2017, the Board of Directors approved an
amendment to clarify the procedures for calling a special meeting
of the Board of Directors.

The foregoing summary of the Second Amended and Restated Bylaws
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Second Amended and Restated
Bylaws, which are attached hereto as Exhibit3.1 and incorporated
by reference herein.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting, the holders of the Companys common stock
entitled to vote at the meeting (1)elected three director
nominees, two ClassIII directors whose terms will expire at the
2020 annual meeting of stockholders and one ClassII director
whose term will expire at the 2019 annual meeting of
stockholders, (2)re-approved the material terms of the
performance goals under the Companys 2012 Incentive Plan in order
to preserve federal income tax deductions, (3)approved an
amendment to the Companys amended and restated bylaws to adopt a
majority voting requirement for uncontested director elections,
(4)adopted, on a non-binding, advisory basis, the resolution
approving the compensation of the Companys named executive
officers for 2016, (5)approved, on a non-binding advisory basis,
holding future advisory votes on executive compensation every
year, and (6)ratified the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending February3, 2018.

As previously disclosed, Macellum Advisors GP, LLC (Macellum) and
certain affiliated entities, nominated two persons to the Board
in opposition to certain nominees set forth by the Company. On
May30, 2017,IVS Associates,Inc., the independent inspector of
elections for the Annual Meeting, delivered the preliminary
voting results for the Annual Meeting, which reported that two of
the Companys nominees, Barbara Levy and R. Edward Anderson, and
one of Macellums nominees, Jonathan Duskin, were elected to the
Board as well as the other voting results set forth below. The
Company will file an amendment to this Form8-K to announce the
final results once they are certified by the independent
inspector of elections.

The voting results were as follows:

(1)The election of three directors:

BoardofDirectorsNominee

For

Withheld

Barbara Levy (ClassII)

13,909,563

4,159

R. Edward Anderson (ClassIII)

6,522,496

1,317

Lawrence E. Hyatt (ClassIII)

6,091,196

432,617

Jonathan Duskin (ClassIII)

6,555,363

834,546

Paul Metcalf (ClassIII)

3,561,535

3,828,374

(2)A proposal to re-approve the material terms of the
performance goals under the Companys 2012 Incentive Plan in
order to preserve federal income tax deductions:

For

Against

Abstain

11,819,395

690,195

1,404,132

(3)A proposal to approve an amendment to the Companys amended
and restated bylaws to adopt a majority voting requirement for
uncontested director elections:

For

Against

Abstain

13,908,017

2,529

3,176

(4)A proposal to approve, on a non-binding, advisory basis, the
compensation of the Companys named executive officers for 2016:

For

Against

Abstain

13,175,428

684,640

53,654

(5)Advisory vote on the frequency of the advisory vote on
executive compensation:

EveryYear

2Years

3Years

Abstain

11,868,008

10,912

1,988,587

46,215

Based on the outcome of the vote on the frequency of future
advisory votes to approve executive compensation and consistent
with its recommendation, the Board has determined that the
Company will continue to hold such votes to approve executive
compensation every one year until the next required frequency
vote. Accordingly, the Company will hold its next advisory vote
to approve executive compensation at its 2018 annual meeting of
stockholders.

(6)Ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal
year ending February3, 2018:

For

Against

Abstain

13,899,926

27,357

2,120

On May24, 2017, the Company issued a press release announcing
the preliminary results of the Annual Meeting, which is
attached hereto as Exhibit99.1.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

3.1

Second Amended and Restated Bylaws

99.1

Press Release dated May24, 2017


About Citi Trends, Inc. (NASDAQ:CTRN)

Citi Trends, Inc. is a retailer of urban fashion apparel and accessories. The Company’s segment is retail operations. The Company operates approximately 520 stores in both urban and rural markets in over 30 states. The Company offers products under its brands, such as Citi Steps and Red Ape. The Company’s merchandise includes apparel, accessories and home. Within apparel, the Company offers fashion sportswear for men, women and children, including offerings for newborns, infants, toddlers, boys and girls. Accessories include handbags, jewelry, footwear, belts, intimate apparel, scrubs and sleepwear. The Company’s home merchandise includes decorative home product, functional home product, beauty, books, toys and electronic accessories. The Company sources its merchandise from approximately 1,700 vendors, consisting of domestic manufacturers and importers.

Citi Trends, Inc. (NASDAQ:CTRN) Recent Trading Information

Citi Trends, Inc. (NASDAQ:CTRN) closed its last trading session down -0.23 at 18.22 with 64,647 shares trading hands.

An ad to help with our costs