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): November 4, 2013

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

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 (See General Instruction A.2 below):

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2013, Patricia M. Luzier informed Citi Trends, Inc. (the “Company”) of her decision to retire from the Board of Directors and tendered her resignation effective immediately.  At the time of her resignation, Ms. Luzier served as the chairperson of the nominating and corporate governance committee and also served on the audit and compensation committees.

Also on November 4, 2013, Laurens Goff was elected by the Board of Directors of the Company to serve as a Class I director.  Mr. Goff is an independent director, as defined in the NASDAQ listing standards and in accordance with the applicable rules of the Securities and Exchange Commission (the “SEC”), and will serve on the audit, compensation and nominating and corporate governance committees of the Board of Directors.  Mr. Goff will receive the same compensation as the other non-management directors receive, as described in the Company’s definitive proxy statement filed with the SEC on April 30, 2013.

Mr. Goff was granted an award of 1,543 shares of restricted stock under the Company’s 2012 Incentive Plan.  The restricted stock vests in full on the first anniversary of the grant date, subject to earlier vesting upon a change in control of the Company.

On November 5, 2013, the Company issued a press release announcing Ms. Luzier’s resignation and Mr. Goff’s election to the Board, which press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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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.

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Exhibit Index

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Exhibit 99.1

CITI TRENDS ANNOUNCES PATRICIA LUZIER’S RETIREMENT

FROM THE BOARD OF DIRECTORS

LAURENS GOFF TO BE ADDED TO THE BOARD

SAVANNAH, GA (November 5, 2013) — Citi Trends, Inc. (NASDAQ: CTRN) today announced that on November 4, 2013, Patricia M. Luzier informed the Company of her decision to retire from the Board of Directors due to other business demands.

Citi Trends also announced that Laurens M. Goff has joined the Company’s Board.  Mr. Goff will serve on the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee of the Board of Directors.

Mr. Goff is a co-founder and Managing Partner of Stone-Goff Partners, a private equity firm focused on investing in private companies in the lower middle market.  Mr. Goff began his career in the investment banking division of Furman Selz LLC.  He subsequently joined Hampshire Equity Partners, a middle market buyout firm, where he spent over eight years sourcing, executing and managing private equity investments, including Citi Trends, prior to its initial public offering in 2005.

Ed Anderson, Chairman and Chief Executive Officer of Citi Trends, noted, “Pat has been a valuable contributor to Citi Trends since joining the Board in 2005.  She will be missed by all of us; however, we understand the demands on her time and wish her the best in her future endeavors.”

Mr. Anderson continued, “We believe that Laurens’ previous experience as a director of Citi Trends prior to the Company’s initial public offering, together with his experiences with a number of other businesses, will make him a valuable addition to our Board.”

About Citi Trends

Citi Trends, Inc. is a value-priced retailer of urban fashion apparel and accessories for the entire family.  The Company operates 505 stores located in 29 states.  Citi Trends’ website address is www.cititrends.com.  CTRN-E