Childrens Place Inc

For the period ended May 22, 2024. Filed May 6, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed May 6, 2024

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to §240.14a-12

The Children’s Place, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
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[ ]	Fee previously paid with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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May 6, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of The Children’s Place, Inc. (referred to in this Proxy Statement as “we”, “The Children’s Place” or the “Company”) will be held at 500 Plaza Drive, Secaucus, New Jersey on Wednesday, May 22, 2024, at 8:30 a.m. (Eastern), for the following purposes:

1.	To elect six members (the “Directors”) of the Board of Directors (the “Board”), each to serve for a one-year term;
2.	To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2024; and
3.	To conduct an advisory vote to approve the compensation (“Say-on-Pay”) of the Company’s named executive officers (the “NEOs”).

Shareholders of record at the close of business on April 10, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting.

Your vote is important. We encourage you to vote by proxy, even if you plan to attend the Annual Meeting. You may vote your proxy via the internet or by telephone by following the instructions included on your proxy card. You may also vote by mail by signing, dating and returning your proxy card in the envelope provided. Voting now will not limit your right to change your vote and/or to attend the Annual Meeting.

By order of the Board of Directors,

Jared E. Shure

Senior Vice President, General Counsel and Corporate Secretary

The Children’s Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

If you have any questions or require any assistance with voting your shares, please contact:

MACKENZIE PARTNERS, INC.

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

TABLE OF CONTENTS

PROXY SUMMARY	1
CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE	6
Our Corporate Governance Framework	6
Corporate Governance Policies and Practices	6
Board of Directors and Board Committees	11
Board Nominees for Directors	21
EXECUTIVE OFFICERS	23
EXECUTIVE AND DIRECTOR COMPENSATION	24
Compensation Discussion & Analysis	24
Summary Compensation Table	35
Grants of Plan-Based Awards	37
Outstanding Equity Awards at Fiscal Year-End	39
Stock Vested	42
Deferred Compensation Plan	43
CEO Employment Agreement	43
Other Arrangements	45
Change in Control Agreements	45
Severance Guidelines and Offer Letters	46
Potential Payments upon Termination or Change in Control	47
CEO Pay Ratio	48
Pay Versus Performance	48
Compensation of Directors	51
STOCK OWNERSHIP	53
Stock Ownership of Directors and Executive Officers	53
Stock Ownership of Certain Beneficial Owners	54
Section 16(a) Beneficial Ownership Reporting Compliance	55
Certain Relationships and Related Transactions	55
STOCK PRICE PERFORMANCE GRAPH	56
PROPOSALS REQUIRING YOUR VOTE	57
Proposal 1: Election of Six Members of the Board of Directors	57
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	58
Proposal 3: Advisory Vote on Named Executive Officer Compensation	60
OTHER INFORMATION	61
Admission	61
Voting Information	61
Required Vote	63
Future Shareholder Proposals	64
Nominations for Director	64
Cost and Methods of Soliciting Proxies	64
Available Information	65
Other Business	65
RECONCILIATION OF NON-GAAP (ADJUSTED) TO GAAP FINANCIAL INFORMATION	A-1

2024 PROXY STATEMENT

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