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Citi Trends (Nasdaq: CTRN) investors approve board, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Citi Trends, Inc. reported the results of its 2026 virtual annual meeting of stockholders. Shareholders elected eight director nominees to terms expiring at the 2027 annual meeting. Support levels for the nominees were generally high, with most receiving more than 6.6 million votes in favor.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 6,652,352 votes for, 59,072 against and 5,695 abstentions, plus 604,211 broker non-votes. In addition, they ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 7,311,711 votes for and only 1,301 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 6,652,352 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 59,072 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 7,311,711 votes Ratification of Deloitte & Touche LLP for year ending January 30, 2027
Auditor ratification votes against 1,301 votes Ratification of Deloitte & Touche LLP for year ending January 30, 2027
Votes for director Kenneth D. Seipel 6,700,829 votes Election to board of directors at 2026 annual meeting
non-binding, advisory basis regulatory
"adopted, on a non-binding, advisory basis, the resolution approving the compensation"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
named executive officers financial
"approving the compensation of the Company’s named executive officers as set forth"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Abstain | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
false 0001318484 0001318484 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 10, 2026

 

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41886   52-2150697
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

17 Park of Commerce Boulevard, Suite 200, Savannah, Georgia   31405
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (912) 236-1561

 

Former name or former address, if changed since last report: Not applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value CTRN Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 10, 2026, Citi Trends, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) in a virtual format. At the 2026 Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected eight director nominees whose terms will expire at the 2026 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on May 1, 2026 (the “Proxy Statement”), and (3) ratified, on a non-binding basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.

 

The voting results were as follows:

 

(1) The election of eight directors:

 

Board of Directors Nominee  For  Against  Abstain  Broker Non-Votes 
Pamela Edwards   4,268,634   2,443,138   5,347   604,211 
Benjamin Faw   6,698,848   12,924   5,347   604,211 
David A. Heath   6,698,071   13,701   5,347   604,211 
Margaret L. Jenkins   6,645,741   66,031   5,347   604,211 
Michael S. Kvitko   6,684,717   27,053   5,349   604,211 
Chaoyang (Charles) Liu   6,689,004   22,766   5,349   604,211 
Cara Robinson   6,677,190   34,583   5,346   604,211 
Kenneth D. Seipel   6,700,829   10,943   5,347   604,211 

 

(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement:

 

For  Against   Abstain   Broker Non-Votes 
6,652,352   59,072    5,695    604,211 

 

(3) Ratification, on a non-binding basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027:

 

For  Against   Abstain   Broker Non-Votes 
7,311,711   1,301    8,318    0 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CITI TRENDS, INC.
   
Date: June 12, 2026 By: /s/ Kenneth D. Seipel
  Name: Kenneth D. Seipel
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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