Citi Trends Reports Material Agreements & Officer Compensation Changes
Ticker: CTRN · Form: 8-K · Filed: Feb 29, 2024 · CIK: 1318484
| Field | Detail |
|---|---|
| Company | Citi Trends INC (CTRN) |
| Form Type | 8-K |
| Filed Date | Feb 29, 2024 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.01, $150,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, compensatory-arrangements, security-holder-rights
TL;DR
**Citi Trends just dropped an 8-K about new material agreements and changes to security holder rights and officer pay, effective February 28, 2024.**
AI Summary
Citi Trends, Inc. filed an 8-K on February 29, 2024, reporting events that occurred on February 28, 2024. The filing indicates an entry into a material definitive agreement, material modifications to rights of security holders, and information regarding compensatory arrangements for certain officers. The specific details of these agreements and modifications are not provided in the excerpt.
Why It Matters
This filing signals significant corporate actions at Citi Trends, potentially impacting shareholder rights, executive compensation, and future business operations.
Risk Assessment
Risk Level: medium — The filing mentions material definitive agreements and modifications to security holder rights, which could have significant but currently unspecified impacts.
Key Players & Entities
- Citi Trends Inc. (company) — Registrant
- February 28, 2024 (date) — Date of earliest event reported
- February 29, 2024 (date) — Filing date
- Delaware (company) — State of incorporation for Citi Trends, Inc.
- 001-41886 (dollar_amount) — SEC File Number
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 28, 2024.
When was this 8-K filed with the SEC?
This 8-K was filed with the SEC on February 29, 2024.
What types of events are mentioned in the Item Information section of the filing?
The Item Information section mentions Entry into a Material Definitive Agreement, Material Modifications to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, and Financial Statements and Exhibits.
What is the state of incorporation for Citi Trends, Inc.?
Citi Trends, Inc. is incorporated in Delaware.
What is the SEC File Number for Citi Trends, Inc.?
The SEC File Number for Citi Trends, Inc. is 001-41886.
Filing Stats: 2,062 words · 8 min read · ~7 pages · Grade level 14.6 · Accepted 2024-02-29 13:18:01
Key Financial Figures
- $0.01 — ch registered Common stock, par value $0.01 CTRN Nasdaq Stock Market Preferre
- $150,000 — ation Agreement, which shall not exceed $150,000. Concurrently with the execution of th
Filing Documents
- tm244439d2_8k.htm (8-K) — 47KB
- tm244439d2_ex4-2.htm (EX-4.2) — 24KB
- tm244439d2_ex10-1.htm (EX-10.1) — 165KB
- tm244439d2_ex99-1.htm (EX-99.1) — 21KB
- 0001104659-24-029257.txt ( ) — 526KB
- ctrn-20240228.xsd (EX-101.SCH) — 3KB
- ctrn-20240228_def.xml (EX-101.DEF) — 26KB
- ctrn-20240228_lab.xml (EX-101.LAB) — 36KB
- ctrn-20240228_pre.xml (EX-101.PRE) — 25KB
- tm244439d2_8k_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. The Cooperation Agreement On February 28, 2024 (the " Effective Date "), Citi Trends, Inc., a Delaware corporation (the " Company "), entered into a Cooperation Agreement (the " Cooperation Agreement ") with Fund 1 Investments, LLC, a Delaware limited liability company (the " Investor "). Pursuant to the Cooperation Agreement, the Company has agreed to (i) appoint each of David Heath, Charles Liu and Michael Kvitko as an observer to the Company's Board of Directors (the " Board ") to serve as such until the conclusion of the 2024 annual meeting of stockholders (the " 2024 Annual Meeting "); (ii) nominate each of Messrs. Heath, Liu and Kvitko (following such nominations, collectively, the " New Directors ") for election to the Board at the 2024 Annual Meeting; and (iii) accept the retirement, effective as of the conclusion of the 2024 Annual Meeting, of three incumbent directors. Following the successful election of the New Directors to the Board at the 2024 Annual Meeting, the Board shall appoint Mr. Heath to the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board and Messrs. Liu and Kvitko to the Finance Committee of the Board. From the Effective Date to the Termination Date (as defined below) (the " Standstill Period "), if the Investor satisfies the Minimum Ownership Threshold (as defined in the Cooperation Agreement), the Investor will have replacement rights with respect to the New Directors, which will be subject to the Board's approval (not to be unreasonably withheld, conditioned or delayed). During the Standstill Period, the Investor has agreed to vote all Voting Securities (as defined in the Cooperation Agreement) beneficially owned by it or its affiliates at the 2024 Annual Meeting in accordance with the Board's recommendations with respect to any and all proposals, except that the Investor (i) shall be permitted to vote in accordance with the r
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. The information set forth under "Amendment to the Stockholder Protection Rights Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
02 Departure of Directors or Certain Officers; Election
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Three incumbent directors of the Board, Brian Carney, Laurens Goff and Christina Francis, have informed the Board that they will retire from the Board, effective as of the conclusion of the 2024 Annual Meeting. Their retirement is not the result of any disagreement with the Company.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On February 29, 2024, the Company issued a press release announcing the entry into the Cooperation Agreement and the plan to nominate the New Directors. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. 3 The information contained in this Item 7.01, including the press release, is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including the press release, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 4.1 Stockholder Protection Rights Agreement, dated as of December 6, 2023, between Citi Trends, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of Citi Trends, Inc.'s Current Report on Form 8-K filed December 8, 2023). 4.2 Amendment to the Stockholder Protection Rights Agreement, dated as of February 28, 2024, between Citi Trends, Inc. and Equiniti Trust Company, LLC, as Rights Agent. 10.1 Cooperation Agreement, dated February 28, 2024, by and between Citi Trends, Inc. and Fund 1 Investments, LLC. 99.1 Press Release of Citi Trends, Inc., dated February 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
SIGNATURES
SIGNATURES 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 hereunto duly authorized. CITI TRENDS, INC. Date: February 29, 2024 By: /s/ Heather Plutino Name: Heather Plutino Title: Chief Financial Officer 5