Childrens Place Inc

For the period ended May 7, 2025. Filed Apr 17, 2025.

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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 7, 2025 · Filed Apr 17, 2025

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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):

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April 17, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2025 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 7, 2025, 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 BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm for fiscal 2025;
3.	To approve an amendment to the Company’s Charter to eliminate the prohibition against stockholders acting by written consent without a stockholder meeting;
4.	To approve an amendment to the Company’s Charter to provide stockholders the right to fill vacancies on the Board in any circumstance;
5.	To approve an amendment to the Company’s Charter to make certain housekeeping amendments; and
6.	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 8, 2025 (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

Chief Administrative Officer, General Counsel and Corporate Secretary

The Children’s Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

TABLE OF CONTENTS

SHAREHOLDER VOTING MATTERS	1
CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE	2
Our Corporate Governance Framework	2
Corporate Governance Policies and Practices	2
Board of Directors and Board Committees	5
Board Nominees for Directors	8
EXECUTIVE OFFICERS	10
EXECUTIVE AND DIRECTOR COMPENSATION	12
Compensation Discussion & Analysis	12
Summary Compensation Table	18
Grants of Plan-Based Awards	20
Outstanding Equity Awards at Fiscal Year-End	22
Stock Vested	24
Deferred Compensation Plan	26
Other Arrangements	26
Change in Control Agreements	26
Severance Guidelines and Offer Letters	27
Potential Payments upon Termination or Change in Control	28
CEO Pay Ratio	29
Pay Versus Performance	29
Compensation of Directors	33
STOCK OWNERSHIP	35
Stock Ownership of Directors and Executive Officers	35
Stock Ownership of Certain Beneficial Owners	36
Section 16(a) Beneficial Ownership Reporting Compliance	37
Certain Relationships and Related Transactions	37
PROPOSALS REQUIRING YOUR VOTE	39
Proposal 1: Election of Six Members of the Board of Directors	39
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	40
Proposal 3: Approval of Amendment to Charter to eliminate to prohibition against stockholders acing by written consent without a stockholder meeting	42
Proposal 4: Approval of Amendment to Charter to provide stockholders the right to fill vacancies on the Board in any circumstance	45
Proposal 5: Approval of Amendment to Charter to make certain housekeeping amendments	47
Proposal 6: Advisory Vote on Named Executive Officer Compensation	50
OTHER INFORMATION	51
Admission	51
Voting Information	51
Required Vote	53
Future Shareholder Proposals	54
Nominations for Director	55
Available Information	55
Other Business	55

2025 PROXY STATEMENT

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