Citi Trends,Inc. (NASDAQ:CTRN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported, 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 its certification of
the final 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 voting results were as follows:
(1)The election of three directors:
|
BoardofDirectorsNominee |
|
For |
|
Withheld |
|
BrokerNon-Votes |
|
|
Barbara Levy (ClassII) |
13,909,563 |
4,159 |
15,681 |
||||
|
R. Edward Anderson (ClassIII) |
6,522,496 |
1,317 |
15,681 |
||||
|
Lawrence E. Hyatt (ClassIII) |
6,091,196 |
432,617 |
15,681 |
||||
|
Jonathan Duskin (ClassIII) |
6,555,363 |
834,546 |
15,681 |
||||
|
Paul Metcalf (ClassIII) |
3,561,535 |
3,828,374 |
15,681 |
(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 |
|
BrokerNon-Votes |
|
|
11,819,395 |
690,195 |
1,404,132 |
15,681 |
(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 |
|
BrokerNon-Votes |
|
|
13,908,017 |
2,529 |
3,176 |
15,681 |
(4)A proposal to approve, on a non-binding, advisory basis, the
compensation of the Companys named executive officers for 2016:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
|
13,175,428 |
684,640 |
53,654 |
15,681 |
(5)Advisory vote on the frequency of the advisory vote on
executive compensation:
|
EveryYear |
|
2Years |
|
3Years |
|
Abstain |
|
BrokerNon-Votes |
|
|
11,868,008 |
10,912 |
1,988,587 |
46,215 |
15,681 |
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 |
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 -0.01 at 18.21 with 65,650 shares trading hands.
