Citi Trends Inc
For the period ended Jun 5, 2025. Filed Apr 25, 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.
Jun 5, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
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|---|---|---|
| Filed by the Registrant ☒ | ||
| 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)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 | |
Citi Trends, 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 all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
104 Coleman Boulevard
Savannah, Georgia 31408
(912) 236-1561
April 25, 2025
Dear Citi Trends Stockholders,
You are cordially invited to attend the annual meeting of stockholders of Citi Trends, Inc. to be held at 9:00 a.m., Eastern Time, on June 5, 2025. We will conduct our Annual Meeting in a virtual format, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2025. We have designed the format of the virtual meeting so that stockholders have the same rights and opportunities to vote and participate as they would have at a physical meeting. The formal notice of annual meeting appears on the next page.
In addition to the formal items of business to be brought before the meeting, we will be pleased to report on the affairs of the Company.
Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the internet, by telephone or, if you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the annual meeting.
On behalf of the board of directors and management, it is my pleasure to express our appreciation for your continued support.
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| | Regards, |
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| | Kenneth D. Seipel |
| | Chairman and Chief Executive Officer |
Citi Trends, Inc.
104 Coleman Boulevard
Savannah, Georgia 31408
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 5, 2025
To Citi Trends Stockholders:
You are cordially invited to attend the virtual annual meeting of stockholders of Citi Trends, Inc., a Delaware corporation, which will be held on June 5, 2025, at 9:00 a.m., Eastern Time. This will be avirtual meeting only, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2025. Please note that there is no in-person annual meeting for you to attend.
The Annual Meeting is being held for the following purposes:
| 1. | To elect the eight nominees named in the proxy statement to the board of directors to serve as directors whose terms will expire at the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| 2. | To vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as set forth in the proxy statement; |
| 3. | To approve an amendment to the Citi Trends, Inc. 2021 Incentive Plan (the “2021 Incentive Plan”) to increase the number of shares available by 500,000; |
| 4. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; and |
| 5. | To transact any other business properly brought before the meeting or any adjournment or postponement of the meeting. |
You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on April 7, 2025, the record date for the Annual Meeting.
To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CTRN2025 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card.
On April 25, 2025, we expect to release the proxy materials to our stockholders and to send these stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal 2024 Annual Report, and how to vote through the Internet or by telephone. All stockholders who do not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of our proxy materials by mail.
**YOUR VOTE IS IMPORTANT.**Regardless of whether you plan to attend the virtual-only meeting, please take a few minutes now to vote your shares as described in the Notice of Internet Availability of Proxy Materials or your proxy card so that your shares may be represented and voted at the Annual Meeting. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.
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| | By Order of the Board of Directors, |
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| | Kenneth D. Seipel |
| | Chairman and Chief Executive Officer |
| | April 25, 2025 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on June 5, 2025: The Proxy Statement and our 2024 Annual Report are available at https://ir.cititrends.com/annual-meeting
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.