Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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 March20, 2017, Jason T. Mazzola resigned from his position as
President and Chief Executive Officer (CEO) of Citi Trends,Inc.
(the Company) to pursue another opportunity. On March21, 2017,
the Companys board of directors (the Board) appointed Bruce D.
Smith, the Companys current Chief Financial Officer (CFO), Chief
Operating Officer (COO) and Secretary, to serve as the Acting
Chief Executive Officer (Acting CEO), effective March23, 2017.
Mr.Smith will maintain his CFO, COO and Secretary titles, and the
Company will conduct a search for a permanent CEO. Mr.Smith, age
58, has served as the Companys CFO, COO and Secretary since
March2015. Prior to that role, he served as the Companys
Executive Vice President and CFO from March2010 to March2015, and
Senior Vice President and CFO from April2007 to March2010.

In connection with his promotion to Acting CEO, Mr.Smith will
receive a base salary of $500,000 per year, and will be eligible
to earn an annual cash incentive with a target value equal to 50%
of his base salary. The annual incentive will be earned based on
achievement of pre-established performance goals, which include
the attainment of earnings targets for the Company, with the
potential to earn up to 200% of the target amount, to the extent
the performance goals are achieved at maximum levels. The annual
incentive will be prorated to reflect the portion of the Companys
fiscal year that Mr.Smith serves as Acting CEO. In addition and
in connection with his promotion, on March23, 2017, Mr.Smith was
granted an award of 7,500 shares of restricted stock, which
shares will vest in three equal annual installments on each of
the first three anniversaries of the grant date, subject to
Mr.Smiths continued employment with the Company. Mr.Smith will
continue to be eligible to participate in the Companys other
incentive, retirement and welfare benefit plans available to
other senior officers of the Company. Mr.Smith will also continue
to be subject to his existing Employment Non-Compete, Non-Solicit
and Confidentiality Agreement and Severance Agreement, each of
which he entered into with the Company on May1, 2013. These
agreements were filed as Exhibits 10.1 and 10.5, respectively, to
the Companys quarterly Report on Form10-Q for the quarter ended
August3, 2013.

In order to assist Mr.Smith in his transition to Acting CEO and
to provide for the orderly succession of senior management
responsibilities, the Board also appointed R. Edward Anderson,
the Boards current non-executive Chairman, to serve as Executive
Chairman of the Board, effective March23, 2017. While serving as
Executive Chairman, Mr.Anderson will receive a base salary of
$350,000 per year, and will be eligible to earn an annual cash
incentive with a target value equal to 50% of his base salary.
The annual incentive will be earned based on achievement of
pre-established performance goals, which include the attainment
of earnings targets for the Company, with the potential to earn
up to 200% of the target amount, to the extent the performance
goals are achieved at maximum levels. The annual incentive will
be prorated to reflect the portion of the Companys fiscal year
that Mr.Anderson serves as Executive Chairman.

In connection with his resignation as President and Chief
Executive Officer, Mr.Mazzola also resigned his position as a
director of the Company on March21, 2017. His resignation was not
the result of any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.
Following Mr.Mazzolas resignation, on March21, 2017, the Board
reduced the size of the Board from seven to six members.

On March23, 2017, the Company issued a press release announcing
Mr.Mazzolas resignation and the appointment of Mr.Smith and
Mr.Anderson to their new positions, which press release is
attached to this report as Exhibit99.1 and is incorporated herein
by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

99.1

Press Release dated March23, 2017

Important Additional Information

Citi Trends, its directors and certain of its executive
officers may be deemed to be participants in the solicitation
of proxies from Citi Trends stockholders in connection with the
matters to be considered at Citi Trends 2017 Annual Meeting.
Citi Trends intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the SEC) in connection with
any such solicitation of proxies from Citi Trends stockholders.
INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION.
Detailed information regarding
the identity of potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be
filed with the SEC in connection with Citi Trends 2017 Annual
Meeting. Information regarding the direct and indirect
beneficial ownership of Citi Trends directors and executive
officers in Citi Trends securities is included in their SEC
filings on Forms 3, 4 and 5, and additional information can
also be found in Citi Trends Annual Report on Form10-K for the
year ended January30, 2016, filed with the SEC on April13, 2016
and its Quarterly Reports on Form10-Q for the first three
quarters of the fiscal year ended January28, 2017 filed on
May31, 2016, August29, 2016 and December5, 2016, respectively.
Stockholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by Citi Trends with the SEC for no charge at
the SECs website at www.sec.gov. Copies will also be available
at no charge at the Investor Relations section of our corporate
website at www.cititrends.com.


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 -1.03 at 17.33 with 41,832 shares trading hands.

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