Children's Place Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting of Stockholders of The Children’s Place, Inc. (the “Company”) held on May 7, 2025 (the “2025 Annual Meeting of Stockholders”), the Company’s stockholders voted on: (i) the election of each of the Company’s six nominees for Director for a one-year term expiring in 2026; (ii) the ratification of the appointment of BDO USA, P.C., as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2026; (iii) the approval of an amendment to the Company’s Charter to eliminate the prohibition against stockholders acting by written consent without a stockholder meeting; (iv) the approval of an amendment to the Company’s Charter to provide stockholders the right to fill vacancies on the Board in any circumstance; (v) the approval of an amendment to the Company’s Charter to make certain housekeeping amendments; and (vi) the approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers as described in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Election of Directors | ||||||||||||||||
| Turki Saleh A. AlRajhi | 15,388,676 | 213,047 | 19,952 | 0 | ||||||||||||
| Hussan Arshad | 15,147,690 | 452,033 | 39,952 | 0 | ||||||||||||
| Douglas Edwards | 15,041,392 | 578,293 | 19,990 | 0 | ||||||||||||
| Muhammad Asif Seemab | 15,004,903 | 594,825 | 39,947 | 0 | ||||||||||||
| Rhys Summerton | 15,522,805 | 76,779 | 40,091 | 0 | ||||||||||||
| Muhammad Umair | 15,424,065 | 175,663 | 39,947 | 0 | ||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 15,556,914 | 65,811 | 16,950 | 0 | ||||||||||||
| Proposed Amendment to the Company’s Charter to eliminate the prohibition against stockholders acting by written consent without a stockholder meeting | 14,938,683 | 700,020 | 972 | 0 | ||||||||||||
| Proposed Amendment to the Company’s Charter to provide stockholders the right to fill vacancies on the Board in any circumstance. | 14,902,573 | 736,112 | 990 | 0 | ||||||||||||
| Proposed Amendment to the Company’s Charter to make certain housekeeping amendments | 15,584,779 | 49,958 | 4,938 | 0 | ||||||||||||
| Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 15,081,289 | 556,566 | 1,820 | 0 | ||||||||||||
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| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2025 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:
| Audit Committee | Human Capital & Compensation Committee | Corporate Responsibility, Sustainability & Governance Committee | ||
| Hussan Arshad (Chair) | Muhammad Asif Seemab (Chair) | Douglas Edwards (Chair) | ||
| Douglas Edwards | Hussan Arshad | Hussan Arshad | ||
| Rhys Summerton | Rhys Summerton | Muhammad Asif Seemab |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2025
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jared Shure | |
| Name: | Jared Shure | |
| Title: | Chief Administrative Officer, General Counsel & Corporate Secretary | |
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