Peter R. Sachse to be Nominated to Stand for Election at the 2019
Annual Meeting
John S. Lupo to Retire from the Board; Brian P. Carney to be Chairman
After the 2019 Meeting
Nominating and Corporate Governance Committee to Initiate Search for
Additional Qualified Independent Director
Macellum Agrees to Standstill Provisions through 2020 Annual Meeting
SAVANNAH, Ga.--(BUSINESS WIRE)--Apr. 11, 2019--
Citi Trends, Inc. (NASDAQ: CTRN) (“Citi Trends” or “the Company”) today
announced that it has entered into an agreement with Macellum SPV III,
LP (“Macellum”), pursuant to which the Board intends to nominate Peter
R. Sachse to stand for election at the 2019 Annual Meeting of
Stockholders (“2019 Annual Meeting”) with a term expiring at the 2020
Annual Meeting of Stockholders (“2020 Annual Meeting”). The Company also
announced that John S. Lupo will retire from the Board and not stand for
re-election at the 2019 Annual Meeting. Following Mr. Lupo’s retirement
and effective as of the conclusion of the 2019 Annual Meeting, Brian P.
Carney will serve as Chairman of the Board.
Citi Trends also today announced that the Nominating and Corporate
Governance Committee will undergo a search for an additional independent
director to be identified no later than September 30, 2019. Upon the
identified individual being appointed to the Board, the Board will
increase from seven to eight members. The Board expects to reduce the
size of the Board back to seven members at the 2020 Annual Meeting,
unless its members unanimously agree to remain at eight directors.
Mr. Sachse brings to Citi Trends more than three decades of experience
at Macy’s, Inc. in various positions, including Chief Growth Officer,
Chief of Innovation and Business Development, Chief Stores Officer,
Chief Marketing Officer and President of Corporate Marketing. In
addition, Mr. Sachse served as Chairman and Chief Executive Officer of
the macys.com division of Macy’s, Inc. and was involved in launching
Macy's successful off-price concept Back Stage. From February 2010 to
December 2018 and from October 2006 to April 2007, Mr. Sachse served as
a director of XO Group Inc., a media and technology company that
provides content, tools, products and services for couples who are
planning weddings, creating a home, and starting a family. Mr. Sachse
also previously served as a director of Charitybuzz Inc., a for-profit
internet company that raises funds for nonprofit organizations through
online charity auctions with celebrities and brands from 2012 until
2015. Prior to serving in these roles, Mr. Sachse was President and
Chief Operating Officer of The Bon Marche, a department store chain
launched in Seattle.
“We have made significant progress over the last several years on our
strategic plan to grow the business, increase our profitability and
provide meaningful returns to our stockholders,” said Bruce Smith, Chief
Executive Officer of Citi Trends. “Our agreement with Macellum
underscores our commitment to adding qualified directors who can help
drive long-term stockholder value. We look forward to welcoming Peter to
the Board and benefiting from his decades of retail experience as we
continue to focus on improving our merchandising, planning and
allocation, while driving efficiencies, reducing costs and optimizing
our store footprint.”
“On behalf of the entire Board and management team, I want to thank John
for his valuable contributions to Citi Trends over the last 15 years,
including in his role as Chairman,” said Mr. Carney.
“We are pleased we could reach this agreement with the Company,” said
Jonathan Duskin, sole member of Macellum Advisors GP, LLC and current
member of the Citi Trends Board. “Citi Trends is a great company with
significant value potential, and we are confident that the addition of
Peter, together with a director we will identify through a search
process, will bring fresh perspectives and added expertise to the Board.”
Under the terms of the agreement, Macellum has agreed to withdraw its
slate of nominees and will vote all of its shares in favor of all of the
Board’s nominees. Further, Macellum has agreed to standstill provisions
through the 2020 Annual Meeting; provided that the Company agrees to
nominate Mr. Duskin, Mr. Sachse and the additional independent director
to be identified at the 2020 Annual Meeting.
This agreement will be filed on a Form 8-K with the U.S. Securities and
Exchange Commission.
About Citi Trends
Citi Trends, Inc. is a value-priced retailer of urban fashion apparel
and accessories for the entire family. The Company operates 562 stores
located in 32 states. Citi Trends’ website address is www.cititrends.com.
CTRN-G
Forward-Looking Statements
All statements other than historical facts contained in this news
release, including statements regarding our future financial results and
position, business policy and plans, objectives of management for future
operations and our intentions and ability to pay dividends and complete
any share repurchase authorizations, are forward-looking statements that
are subject to material risks and uncertainties. The words “believe,”
“may,” “could,” “plans,” “estimate,” “continue,” “anticipate,” “intend,”
“expect” and similar expressions, as they relate to Citi Trends, are
intended to identify forward-looking statements, although not all
forward-looking statements contain such language. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance or results and are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Actual
results or developments may differ materially from those included in the
forward-looking statements as a result of various factors which are
discussed in Citi Trends filings with the U.S. Securities and Exchange
Commission (the “SEC”), including those set forth under the heading
“Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for
the fiscal year ended February 3, 2018. These risks and uncertainties
include, but are not limited to, uncertainties relating to economic
conditions, growth risks, consumer spending patterns, competition within
the industry, competition in our markets and the ability to anticipate
and respond to fashion trends. Any forward-looking statements by the
Company are intended to speak only as of the date such statements are
made. Except as required by applicable law, including the securities
laws of the United States and the rules and regulations of the SEC, Citi
Trends does not undertake to publicly update any forward-looking
statements in this news release or with respect to matters described
herein, whether as a result of any new information, future events or
otherwise.
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’ 2019 Annual Meeting. Citi Trends intends to file a proxy
statement with 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’
2019 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 Form 10-K for the year ended February 3, 2018, filed
with the SEC on April 18, 2018 and its Quarterly Reports on Form 10-Q
for the first three quarters of the fiscal year ended February 2, 2019
filed on June 11, 2018, September 6, 2018 and December 10, 2018,
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 SEC’s 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190411005825/en/
Source: Citi Trends, Inc.
Bruce Smith
President and Chief Executive Officer
(912)
443-2075
Media:
Andy Brimmer / Greg Klassen /
Jill Kary
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors:
Bruce
Goldfarb / Chuck Garske / Teresa Huang
Okapi Partners LLC
(212)
297-0720