Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
31 May 2024 - 10:42PM
Edgar (US Regulatory)
| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| SCHEDULE
14A |
| |
| Proxy
Statement Pursuant to Section 14(a) of |
| the
Securities Exchange Act of 1934 (Amendment No. ) |
| |
| 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)) |
| ¨ |
Definitive
Proxy Statement |
| x |
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 the appropriate box): |
| x |
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. |
CITI TRENDS, INC.
SUPPLEMENT TO PROXY STATEMENT DATED MAY 31,
2024
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 20, 2024
This
proxy statement supplement (this “Supplement”), dated May 31, 2024, supplements and clarifies the definitive proxy statement
(the “Proxy Statement”) filed by Citi Trends, Inc. (the “Company”) with the Securities and Exchange Commission
for the Company’s upcoming Annual Meeting.
On May 29, 2024, the Board of Directors
of the Company (the "Board") determined that David N. Makuen would transition from the role of Chief Executive Officer of the
Company, effective June 1, 2024. Mr. Makuen has resigned as a member of the Board, effective June 1, 2024, and has
withdrawn as a director-nominee for election to serve on the Board at the Company’s upcoming annual meeting of stockholders to
be held on June 20, 2024 (the “Annual Meeting”). In connection with Mr. Makuen’s resignation, the
Board reduced the number of directors that constitutes the full Board from nine to eight directors effective June 1, 2024.
Other than Mr. Makuen, the director-nominees named in the Proxy Statement will stand for election at the Annual Meeting.
Notwithstanding Mr. Makuen’s resignation and withdrawal as a director-nominee, the Company’s stockholders eligible
to vote at the Annual Meeting may continue to use the form of proxy card included with the distribution of the Proxy Statement to
vote their shares as to the Board’s remaining nominees and the other matters being voted on at the Annual Meeting. Previously
voted proxies remain valid, other than with respect to Mr. Makuen; any votes that are submitted with respect to
Mr. Makuen’s election will be disregarded. The Company’s proxy materials for the Annual Meeting are hereby deemed
amended to remove Mr. Makuen as a director-nominee for the Annual Meeting.
Effective
June 2, 2024, Kenneth D. Seipel, a current member of the Board, was appointed as the Interim Chief Executive Officer of the Company.
As the Interim Chief Executive Officer, Mr. Seipel no longer qualifies as an “independent director” under the Nasdaq
Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and therefore no longer has the ability
to serve on the committees of the Board (the “Standing Committees”). Therefore, this Supplement further amends the Proxy Statement
to revise the appointed members of the Standing Committees listed on page 19 of the Proxy Statement, to be effective immediately
after the Annual Meeting, assuming the election of the independent director nominees as proposed by the Board, as follows:
| Audit Committee |
Compensation Committee |
Nominating and Corporate
Governance/Corporate Social
Responsibility Committee |
Finance Committee |
| Jonathan Duskin* |
Cara Robinson Sabin* |
Margaret L. Jenkins* |
Jonathan Duskin* |
| |
|
|
|
| Charles Liu |
Jonathan Duskin |
Cara Robinson Sabin |
Michael Kvitko |
| |
|
|
|
| Margaret L. Jenkins |
David Heath |
David Heath |
Charles Liu |
| |
|
|
|
| |
|
Michael Kvitko |
|
* Committee Chair
This
Supplement does not provide all of the information that is important to your decisions in voting at the Annual Meeting. Additional information
is contained in the Proxy Statement, which was previously made available to our stockholders. Except as described above, this Supplement
does not modify, amend, supplement or otherwise affect any matter presented for consideration in the Proxy Statement.
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