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 5, 2013
Citi Trends, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51315 |
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52-2150697 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
104 Coleman Boulevard, Savannah, Georgia 31408
(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 (See General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre- commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2013 annual meeting of stockholders (the “Annual Meeting”) of Citi Trends, Inc. (the “Company”) was held on June 5, 2013. At the Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected the two (2) director nominees for three-year terms, (2) adopted, on an advisory basis, the resolution approving the Company’s 2012 executive compensation, and (3) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013.
The voting results were as follows:
(1) The election of two (2) directors:
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Board of Directors Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Brian P. Carney |
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12,676,424 |
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749,675 |
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1,104,113 |
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John S. Lupo |
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12,676,398 |
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749,701 |
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1,104,113 |
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(2) A proposal to approve, on an advisory basis, the Company’s 2012 executive compensation:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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12,203,323 |
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1,037,840 |
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184,936 |
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1,104,113 |
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(3) Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2013:
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For |
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Against |
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Abstain |
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14,463,881 |
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63,984 |
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2,347 |
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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.
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CITI TRENDS, INC. | |
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Date: June 10, 2013 |
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By: |
/s/ Bruce D. Smith |
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Name: |
Bruce D. Smith |
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Title: |
Chief Financial Officer |