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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
February 23, 2026
| THE CHILDREN’S PLACE, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
000-23071 |
|
31-1241495 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 500 Plaza Drive, Secaucus, New Jersey |
07094 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| (201) 558-2400 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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
(see General Instruction A.2. below):
| |
¨ |
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, $0.10 par value |
PLCE |
Nasdaq Global Select 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 (§240.12-b-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 pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On February 23, 2026, The Children’s Place, Inc. (the
“Company”) appointed Kim Roy as Executive Director of the Company, serving as an executive officer and as a member of the
Company’s board of directors (the “Board”), effective March 2, 2026. Ms. Roy will hold office as a director
until the annual meeting of stockholders of the Company to be held in 2026.
Ms. Roy, 67, has developed, grown and led several multi-billion
dollar brand portfolios. She held various positions of increasing responsibility at Ralph Lauren Corporation, culminating in her position
as Group President North America. Prior to that, Ms. Roy served as President of Ann Taylor, Group President at Liz Claiborne, Inc.
and SVP General Merchandise Manager at Associated Merchandising Corporation.
The Company and Ms. Roy have entered into a letter agreement (the
“Letter Agreement”) that provides for Ms. Roy’s employment on an at-will basis and for (i) an annual base
salary of $600,000, (ii) an annual performance-based cash bonus opportunity (at target) equal to 75% of base salary, and (iii) a
sign-on long term incentive award consisting of time-vested and performance-based restricted stock unit awards under the Company’s
2011 Equity Incentive Plan totaling 120,000 shares of the Company’s common stock, par value $0.10 per share.
The Letter Agreement will be filed as an exhibit to the Company’s
Annual Report on Form 10-K for the Company’s fiscal year ended January 31, 2026, and the information set forth above is
qualified in its entirety by reference to the full text of the Letter Agreement.
There is no arrangement or understanding between Ms. Roy and any
other person pursuant to which Ms. Roy was appointed as an executive officer of the Company or as a member of the Board.
(d) Exhibits
| Exhibit 104 | | Cover Pages Interactive Data File – the
cover page XBRL tags are embedded within the Inline XBRL
document |
* * * *
Forward-Looking Statements
This Current Report on
Form 8-K contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives and results
of operations. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,”
“plan,” “project,” “expect,” “anticipate,” “estimate,” “believe,”
and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon
the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results
and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities
and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year
ended February 1, 2025. Included among the risks and uncertainties that could cause actual results and performance to differ materially
are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the Company’s
current level of operations and repayment of indebtedness, the risk that changes in trade policy and tariff regimes, including newly imposed
U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s international manufacturing and operations or customers’
discretionary spending habits, the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences,
the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns,
which may be affected by changes in economic conditions (including inflation), the risk that changes in the Company’s plans and
strategies with respect to pricing, capital allocation, capital structure, investor communications and/or operations may have a negative
effect on the Company’s business, the risk that the Company’s strategic initiatives to increase sales and margin, improve
operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s culture are delayed
or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s global
supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries, more politically unstable
countries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use of forced,
indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that
the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class
action litigation brought under securities, consumer protection, employment, and privacy and information security laws and regulations,
risks related to the existence of a controlling shareholder, and the uncertainty of weather patterns, as well as other risks discussed
in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to
these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
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 hereunto duly authorized.
Date: February 27, 2026
| |
THE CHILDREN’S PLACE, INC. |
| |
|
|
| |
By: |
/s/ Jared Shure |
| |
Name: |
Jared Shure |
| |
Title: |
Chief Administrative Officer, General Counsel and Corporate Secretary |
