Childrens Place, Inc.

For the period ended May 6, 2026. Filed Apr 10, 2026.

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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 6, 2026 · Filed Apr 10, 2026

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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)

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April 10, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2026 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 6, 2026, at 8:30 a.m. (Eastern), for the following purposes:

1.	To elect seven 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 2026;
3.	To approve an increase of 1,200,000 shares of common stock, par value $0.10 per share (the “Common Stock”) available for issuance under the Company’s 2011 Equity Incentive Plan (as amended, the “2011 Equity Incentive Plan”); and
4.	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 March 9, 2026 (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
Nominees for Election	7
EXECUTIVE OFFICERS	9
EXECUTIVE AND DIRECTOR COMPENSATION	10
Compensation Discussion & Analysis	10
Summary Compensation Table	17
Grants of Plan-Based Awards	19
Outstanding Equity Awards at Fiscal Year-End	21
Stock Vested	23
Deferred Compensation Plan	25
Other Arrangements	25
Change in Control Agreements	25
Severance Guidelines and Offer Letters	26
Potential Payments upon Termination or Change in Control	27
CEO Pay Ratio	28
Pay Versus Performance	28
Compensation of Directors	32
STOCK OWNERSHIP.	34
Stock Ownership of Directors and Executive Officers	34
Stock Ownership of Certain Beneficial Owners	35
Section 16(a) Beneficial Ownership Reporting Compliance	36
Certain Relationships and Related Transactions	36
PROPOSALS REQUIRING YOUR VOTE	38
Proposal 1: Election of Seven Members of the Board of Directors	38
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	39
Proposal 3: Approval of an Increase in the Number of Shares of Common Stock Available for Issuance Under Our 2011 Equity Incentive Plan	42
Proposal 4: Advisory Vote on Named Executive Officer Compensation	54
OTHER INFORMATION	55
Admission	55
Voting Information	55
Required Vote	57
Future Shareholder Proposals	58
Nominations for Director	59
Available Information	59
Other Business	59

2026 PROXY STATEMENT

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