DEF 14A 1 tmb-20210602xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )


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Citi Trends, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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104 Coleman Boulevard

Savannah, Georgia 31408

(912) 236-1561

April 16, 2021

Dear Citi Trends Stockholders,

You are cordially invited to attend the annual meeting of stockholders of Citi Trends, Inc. to be held at 9:00 a.m., Eastern Time, on June 2, 2021. This year, in light of the unprecedented impact of the coronavirus (COVID-19), we will conduct our Annual Meeting in a virtual format, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2021. We believe that a virtual meeting will provide meaningful stockholder access and participation and also protect the health and safety of our stockholders, employees and other stakeholders. The formal notice of annual meeting appears on the next page.

In addition to the formal items of business to be brought before the meeting, we will be pleased to report on the affairs of the Company.

Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the internet, by telephone or if, you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the annual meeting.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.


	Very truly yours,

	/s/ Peter R. Sachse

	Peter R. Sachse
	Executive Chairman of the Board of Directors

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Citi Trends, Inc.

104 Coleman Boulevard

Savannah, Georgia 31408

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on June 2, 2021

To Citi Trends Stockholders:

You are cordially invited to attend the virtual annual meeting of stockholders of Citi Trends, Inc., a Delaware corporation, which will be held on June 2, 2021, at 9:00 a.m., Eastern Time. This will be a virtual meeting only, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2021. Please note that there is no in-person annual meeting for you to attend.

The Annual Meeting is being held for the following purposes:

To elect the seven nominees named in the proxy statement to the board of directors to serve as directors whose terms will expire at the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified;

To vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as set forth in the proxy statement;

To vote to approve the Citi Trends, Inc. 2021 Incentive Plan;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022; and

To transact any other business properly brought before the meeting or any adjournment or postponement of the meeting.

You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on April 5, 2021, the record date for the Annual Meeting.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CTRN2021 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card.

On April 16, 2021, we expect to release the proxy materials to our stockholders and to send to these stockholders (other than those stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2020 Annual Report, and how to vote through the Internet or by telephone.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the virtual only meeting, please take a few minutes now to vote your shares as described in the Notice of Internet Availability of Proxy Materials so that your shares may be represented and voted at the Annual Meeting. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.


	By Order of the Board of Directors,

	/s/ David N. Makuen

	David N. Makuen
	Chief Executive Officer
	April 16, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on June 2, 2021: The Proxy Statement and our 2020 Annual Report are available at http://ir.cititrends.com/annualproxy.cfm

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TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	3
When and how will the virtual only annual meeting be held?	3
Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials?	3
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one set of proxy materials?	3
What can I vote on at the annual meeting?	4
How does the board of directors recommend that I vote?	4
Who can vote?	4
What is the required vote for approval of each proposal?	4
How many votes must be present to hold the annual meeting?	5
How do I vote?	5
How will your shares be voted?	5
What if other matters come up at the annual meeting?	5
Can I change my mind and revoke my proxy?	5
What is the difference between a “stockholder of record” and a “beneficial owner of shares held in street name?”	6
What happens if I do not return a proxy or do not give specific voting instructions?

SEC Form DEF 14A filed by Citi Trends, Inc.