Citi Trends Inc

8-K · tm2617779d1_8k.htm iXBRL

0001318484

 2026-06-10
 2026-06-10

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 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