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 2023 annual meeting of stockholders (the “2023 Annual Meeting”) of Citi Trends, Inc. (the “Company”) held on June 9, 2023, 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 2024 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, (3) voted for, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive compensation to be held annually, and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024.
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 | 6,327,147 | 92,846 | 318 | 738,913 | ||||||||||||
| Jonathan Duskin | 5,934,309 | 485,684 | 318 | 738,913 | ||||||||||||
| Christina Francis | 6,390,426 | 29,799 | 86 | 738,913 | ||||||||||||
| Laurens M. Goff | 6,269,183 | 150,810 | 318 | 738,913 | ||||||||||||
| Margaret L. Jenkins | 5,798,009 | 622,211 | 91 | 738,913 | ||||||||||||
| David N. Makuen | 6,387,748 | 32,448 | 115 | 738,913 | ||||||||||||
| Cara Sabin | 6,274,186 | 145,889 | 236 | 738,913 | ||||||||||||
| Peter R. Sachse | 6,366,552 | 53,492 | 267 | 738,913 | ||||||||||||
| Kenneth D. Seipel | 6,270,738 | 149,250 | 323 | 738,913 | ||||||||||||
(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”) as set forth in the proxy statement:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 6,177,258 | 241,889 | 1,164 | 738,913 | |||||||||||
(3) A vote on a non-binding, advisory basis, of the frequency of future “Say-on-Pay” votes:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||
| 5,943,258 | 1,742 | 474,462 | 849 | 738,913 | ||||||||||||||
The Board of Directors has considered these voting results and determined that the Say-on-Pay vote will be submitted to stockholders on an annual basis until the next required vote on frequency.
(4) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 7,154,277 | 2,009 | 2,938 | 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 14, 2023 | |||
| By: | /s/ David N. Makuen | ||
| Name: | David N. Makuen | ||
| Title: | Chief Executive Officer | ||