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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 22, 2024

 

THE CHILDREN’S PLACE, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 (State or Other Jurisdiction of Incorporation)

 

0-23071 31-1241495
(Commission File Number) (IRS Employer Identification No.)
   
500 Plaza Drive, Secaucus, New Jersey 07094
(Address of Principal Executive Offices) (Zip Code)

 

(201) 558-2400
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

  ¨ 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))

 

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 (§240.12-b-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 pursuant to Section 13(a) of the Exchange Act. ¨

 

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, $0.10 par value PLCE NASDAQ Global Select Market

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the 2024 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s five nominees for Director for a one-year term expiring in 2025; (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 February 1, 2025; and (iii) 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 2024 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 8,208,200 1,450,730 33,663 0
    Hussan Arshad 9,595,833 63,097 33,663 0
    Douglas Edwards 9,605,829 52,526 34,248 0
    Muhammad Asif Seemab 8,145,986 1,513,294 33,313 0
    Muhammad Umair 9,602,313 56,967 33,313 0
         
Ratification of the Appointment Of Independent Registered Public Accounting Firm 9,641,828 37,366 13,399 0
         
Compensation Paid to Named Executive Officers (“Say-on-Pay”) 2,817,695 6,796,623 78,275 0

 

 

Item 8.01Other Events.

 

Following their election to the Board of Directors (the “Board”) of the Company at the 2024 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)   Muhammad Asif Seemab (Chair)
Douglas Edwards   Turki Saleh A. AlRajhi   Hussan Arshad
    Douglas Edwards
         
         

 

 

* * *

 

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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 22, 2024

  THE CHILDREN’S PLACE, INC.  
       
       
  By: /s/ Jared Shure  
  Name: Jared Shure  
  Title: Senior Vice President, General Counsel & Corporate Secretary  

 

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