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. |
On June 10, 2026, Citi Trends, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) in a virtual format. At the 2026 Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected eight director nominees whose terms will expire at the 2026 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 Company’s definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on May 1, 2026 (the “Proxy Statement”), and (3) ratified, on a non-binding basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
The voting results were as follows:
(1) The election of eight directors:
| Board of Directors Nominee | For | Against | Abstain | Broker Non-Votes | |||||||||
| Pamela Edwards | 4,268,634 | 2,443,138 | 5,347 | 604,211 | |||||||||
| Benjamin Faw | 6,698,848 | 12,924 | 5,347 | 604,211 | |||||||||
| David A. Heath | 6,698,071 | 13,701 | 5,347 | 604,211 | |||||||||
| Margaret L. Jenkins | 6,645,741 | 66,031 | 5,347 | 604,211 | |||||||||
| Michael S. Kvitko | 6,684,717 | 27,053 | 5,349 | 604,211 | |||||||||
| Chaoyang (Charles) Liu | 6,689,004 | 22,766 | 5,349 | 604,211 | |||||||||
| Cara Robinson | 6,677,190 | 34,583 | 5,346 | 604,211 | |||||||||
| Kenneth D. Seipel | 6,700,829 | 10,943 | 5,347 | 604,211 | |||||||||
(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 | |||||||||
| 6,652,352 | 59,072 | 5,695 | 604,211 | |||||||||
(3) Ratification, on a non-binding basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 7,311,711 | 1,301 | 8,318 | 0 | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 12, 2026 | By: | /s/ Kenneth D. Seipel |
| Name: | Kenneth D. Seipel | |
| Title: | Chief Executive Officer | |