UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting of Stockholders”) of The Children’s Place, Inc. (the “Company”) held on May 14, 2020, the Company’s stockholders voted to approve an increase of 600,000 shares of common stock, par value $0.10 per share (the “Common Stock”) available for issuance under the Company’s 2011 Equity Incentive Plan. Such proposal is set forth on pages 70 through 80 of the Company’s proxy statement for the 2020 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 3, 2020. The foregoing description is not complete and is qualified entirely by reference to the full text of the Company’s Fourth Amended and Restated 2011 Equity Plan, a copy of which the Company plans to file with the SEC as an exhibit to the Company’s Registration Statement on Form S-8 to be filed on May 15, 2020.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2020 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s nine nominees for Director for a one-year term expiring in 2021; (ii) the ratification of the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2021; (iii) the approval of an increase of 600,000 shares of Common Stock available for issuance under the Company’s 2011 Equity Incentive Plan; and (iv) 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 2020 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |
| Election of Directors | ||||
| Joseph Alutto | 10,587,958 | 158,691 | 26,234 | 1,764,419 |
| John E. Bachman | 10,687,315 | 59,504 | 26,064 | 1,764,419 |
| Marla Malcolm Beck | 10,688,202 | 59,253 | 25,428 | 1,764,419 |
| Elizabeth J. Boland | 10,692,865 | 54,560 | 25,458 | 1,764,419 |
| Jane Elfers | 10,694,890 | 52,251 | 25,742 | 1,764,419 |
| Joseph Gromek | 10,299,913 | 446,735 | 26,235 | 1,764,419 |
| Norman Matthews | 10,155,354 | 591,294 | 26,235 | 1,764,419 |
| Robert L. Mettler | 10,623,374 | 123,274 | 26,235 | 1,764,419 |
| Debby Reiner | 10,649,692 | 97,774 | 25,417 | 1,764,419 |
| Ratification of the Appointment Of Independent Registered Public Accounting Firm | 12,492,817 | 13,240 | 31,245 | 0 |
| Approval of an increase of 600,000 shares of Common Stock available under the Company’s 2011 Equity Incentive Plan | 7,323,958 | 3,420,687 | 28,238 | 1,764,419 |
| Advisory Vote on Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 7,462,592 | 2,542,058 | 768,233 | 1,764,419 |
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| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2020 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:
| Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | ||
| John E. Bachman (Chair) | Joseph Gromek (Chair) | Joseph Alutto (Chair) | ||
| Marla Malcolm Beck | Norman Matthews | John E. Bachman | ||
| Elizabeth J. Boland | Robert L. Mettler | Marla Malcolm Beck | ||
| Debby Reiner | Norman Matthews |
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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 15, 2020
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jane Elfers | |
Name: Title: |
Jane Elfers President and Chief Executive Officer | |
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