Citi Trends Inc. Files Definitive Proxy Statement

TL;DR

<b>Citi Trends, Inc. has filed its Definitive Proxy Statement for the period ending June 20, 2024.</b>

AI Summary

Citi Trends Inc (CTRN) filed a Proxy Statement (DEF 14A) with the SEC on May 8, 2024. Citi Trends, Inc. filed a Definitive Proxy Statement (DEF 14A) on May 8, 2024. The filing pertains to the fiscal year ending February 3, 2024. The company's principal executive offices are located at 104 Coleman Boulevard, Savannah, GA 31408. The filing is made under the Securities Exchange Act of 1934. The report is for the period ending June 20, 2024.

Why It Matters

For investors and stakeholders tracking Citi Trends Inc, this filing contains several important signals. This filing is a standard requirement for publicly traded companies to provide shareholders with information regarding upcoming meetings, director elections, and executive compensation. Shareholders will use this document to make informed decisions when voting on company matters, including the election of directors and other proposals.

Risk Assessment

Risk Level: low — Citi Trends Inc shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

Analyst Insight

Review the proxy statement for details on director nominees, executive compensation, and any shareholder proposals to understand the company's governance and strategic direction.

Key Numbers

• 2024-06-20 — Report Period End Date (Conformed period of report)
• 2024-05-08 — Filing Date (Date the filing was made)
• 0203 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• Citi Trends Inc. (company) — Registrant name
• DEF 14A (filing) — Form type
• 2024-05-08 (date) — Filing date
• 104 Coleman Boulevard, Savannah, GA 31408 (address) — Company business address
• Securities Exchange Act of 1934 (regulation) — Act under which filing is made
• 001-41886 (identifier) — SEC file number

FAQ

Industry Context

Citi Trends operates in the retail apparel and accessory stores sector.

Regulatory Implications

The filing is made in accordance with Rule 14a-101 of the Securities Exchange Act of 1934, which governs the content of proxy statements.

What Investors Should Do

1. Review the director nominees and their qualifications.
2. Examine the executive compensation details and any changes.
3. Identify and analyze any shareholder proposals presented for a vote.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document and does not inherently represent a change from previous filings of the same type, but provides updated information for the current reporting period.

Filing Documents

• ctrn-20240620xdef14a.htm (DEF 14A) — 1340KB
• ctrn-20240620xdef14a_a001.jpg (GRAPHIC) — 9KB
• ctrn-20240620xdef14a_a002.jpg (GRAPHIC) — 4KB
• ctrn-20240620xdef14a_a003.jpg (GRAPHIC) — 2KB
• ctrn-20240620xdef14a_a007.jpg (GRAPHIC) — 61KB
• ctrn-20240620xdef14a_a014.jpg (GRAPHIC) — 61KB
• ctrn-20240620xdef14a_a015.jpg (GRAPHIC) — 61KB
• ctrn-20240620xdef14a_a016.jpg (GRAPHIC) — 60KB
• ctrn-20240620xdef14a_bg001.jpg (GRAPHIC) — 122KB
• ctrn-20240620xdef14a_bg002.jpg (GRAPHIC) — 88KB
• 0001558370-24-007183.txt (&nbsp;) — 3518KB
• ctrn-20240620.xsd (EX-101.SCH) — 8KB
• ctrn-20240620_def.xml (EX-101.DEF) — 12KB
• ctrn-20240620_lab.xml (EX-101.LAB) — 21KB
• ctrn-20240620_pre.xml (EX-101.PRE) — 10KB
• ctrn-20240620xdef14a_htm.xml (XML) — 344KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 COMPENSATION DISCUSSION AND ANALYSIS 29 2023 FISCAL YEAR COMPENSATION TABLES 37 CEO PAY RATIO 37 PAY VERSUS PERFORMANCE 43

EXECUTIVE COMPENSATION – EQUITY COMPENSATION PLAN INFORMATION

EXECUTIVE COMPENSATION – EQUITY COMPENSATION PLAN INFORMATION 46 DIRECTOR COMPENSATION 46 PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 48 PROPOSAL 3: TO APPROVE AN AMENDMENT TO OUR 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE BY 450,000 49 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 57 DELINQUENT SECTION 16 (a) REPORTS 59 PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 60 OTHER BUSINESS 62 STOCKHOLDER PROPOSALS FOR INCLUSION IN NEXT YEAR'S PROXY STATEMENT 62 SHAREHOLDERS SHARING THE SAME ADDRESS 62 ANNUAL REPORT ON FORM 10K 62 Appendix A 63 Table of Contents 2024 PROXY STATEMENT AT A GLANCE The following executive summary is intended to provide an overview of the items presented in this proxy statement. We encourage you to read the entire proxy statement for more information about these topics prior to voting at the 2024 annual meeting of stockholders. Annual Meeting of Stockholders Time and Date: June 20, 2024; 9:00 a.m. Eastern Time Means: Via live audio webcast at www.virtualshareholdermeeting.com/CTRN2024. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form to participate in the virtual Annual Meeting. You may view the Annual Meeting without the control number. Record Date: Stockholders as of the close of business on April 22, 2024 are entitled to vote. Attendance: Please see the instructions on page 7 of this proxy statement. Meeting Agenda and Voting Matters Board's Voting Page Proposal Recommendation Reference 1 Election of Directors FOR ALL nominees 11 2 Advisory Vote to Approve Executive Compensation FOR 48 3 Approval of an amendment to the 2021 Incentive Plan to increase the number of shares available by 450,000 FOR 49 4 Ratification of Independent Registered Public Accounting Firm Appointment FOR 60 – PROPOSAL 1 – Current Directors & Director Nominees for Election Current Director Name and Director Other Current Principal Position Age Since Independent Committees Public Co. Boards Jonathan Duskin 56 2017 Yes FC (Chair), AC, CC, CSRC 0 Brian P. Carney* 63 2007 Yes

Executive Compensation Practices Not Implemented (What We Don't Do)

Executive Compensation Practices Not Implemented (What We Don't Do): No excise tax gross-ups are provided. Executive officers are not permitted to engage in certain transactions such as puts, calls or other derivatives relating to the Company's securities. We have never repriced underwater stock options. We do not pay dividends on unvested stock awards. 5 Table of Contents The Compensation Committee reviews "tally sheets" to understand total compensation calculations in connection with making compensation decisions. – PROPOSAL 3 – Approval of an Amendment to the 2021 Incentive Plan to Increase the Number of Shares Available by 450,000 We are requesting that our stockholders approve an amendment to the 2021 Incentive Plan to increase the number of shares available by 450,000 in order to enable the Company to continue making equity compensation grants that will serve as incentives to recruit and retain key employees and qualified directors, and to continue aligning the interests of its employees and directors with stockholders. – PROPOSAL 4 – Ratification of Independent Registered Public Accounting Firm Appointment We are requesting that our stockholders ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025. The following table shows the fees billed for audit and other services provided to the Company by Deloitte & Touche LLP for fiscal 2023 and 2022: Type of Fees 2023 2022 Audit Fees (1) $ 885,000 $ 1,015,000 Audit-Related Fees — — Tax Fees — — All Other Fees — — Total $ 885,000 $ 1,015,000 (1) Audit fees include amounts billed to us related to the annual audit of our financial statements and interim reviews of the quarterly financial statements filed for fiscal 2023 and 2022. 6 Table of Contents CITI TRENDS, INC. 104 Coleman Boulevard Savannah, Georgia 31408 PROXY STATEMENT Annual Meeting of Stockholders to be h

View Full Filing

View this DEF 14A filing on SEC EDGAR