UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) of Citi Trends, Inc. (the “Company”) held on June 1, 2022, the holders of the Company’s common stock entitled to vote at the meeting (1) elected nine director nominees whose terms will expire at the 2023 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s named executive officers as set forth in the proxy statement, and (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2023.
The voting results were as follows:
(1) The election of nine directors:
| Board of Directors Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Brian P. Carney | 6,280,056 | 187,241 | 5,421 | 767,293 | ||||||||||||
| Jonathan Duskin | 6,138,292 | 328,207 | 6,219 | 767,293 | ||||||||||||
| Christina Francis | 6,406,083 | 61,014 | 5,621 | 767,293 | ||||||||||||
| Laurens M. Goff | 6,332,261 | 135,036 | 5,421 | 767,293 | ||||||||||||
| Margaret L. Jenkins | 6,291,599 | 175,543 | 5,576 | 767,293 | ||||||||||||
| David N. Makuen | 6,406,039 | 61,357 | 5,322 | 767,293 | ||||||||||||
| Cara Sabin | 6,406,083 | 61,014 | 5,621 | 767,293 | ||||||||||||
| Peter R. Sachse | 6,316,161 | 150,340 | 6,217 | 767,293 | ||||||||||||
| Kenneth D. Seipel | 6,331,857 | 134,489 | 6,372 | 767,293 | ||||||||||||
(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 6,348,879 | 116,164 | 7,675 | 767,293 |
(3) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2023:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 7,166,685 | 67,517 | 5,809 | 0 |
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.
| CITI TRENDS, INC. | ||
| Date: June 6, 2022 | ||
| By: | /s/ David N. Makuen | |
| Name: | David N. Makuen | |
| Title: | Chief Executive Officer | |