8-K

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): April 10, 2019

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31390	06-1195422
(Commission File Number)	(IRS Employer Identification No.)

2400 Xenium Lane North

Plymouth, Minnesota 55441

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (763) 551-5000

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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company o

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 provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01Regulation FD Disclosure.

The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

On April 10, 2019, Christopher & Banks Corporation (the “Company”) issued a press release disclosing information regarding the Company's Board of Directors approval of Allison Wing as a director-nominee at the 2019 Annual Meeting of Stockholders, the engagement of real estate consulting firm, that there was a significant improvement in sales trends for fiscal March, and that the Company was reiterating its full year guidance for Fiscal 2019.

The press release issued on April 10, 2019 is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and should be read in conjunction with the registrant's reports on Forms 10-K, 10-Q and 8-K, and other publicly available information, which contain other important information about the registrant.

Cautionary Statements.  This filing and the exhibits include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important factors that could impair the Company's business are disclosed in the “Risk Factors” section contained in the Company's 2018 Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2019.  All forward-looking statements are expressly qualified in their entirety by such factors.  We do not undertake any duty to update any forward-looking statement except as required by law.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits:
	99.1 Christopher & Banks Corporation Press Release dated April 10, 2019.

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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 hereunto duly authorized.

	CHRISTOPHER & BANKS CORPORATION
Date: April 10, 2019	By:	/s/ Luke R. Komarek
		Luke R. Komarek
		Senior Vice President, General Counsel

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CHRISTOPHER & BANKS CORPORATION

EXHIBIT INDEX TO FORM 8-K

Date of Report:	Commission File No.:
April 10, 2019	001-31390

CHRISTOPHER & BANKS CORPORATION

Exhibit Number	Description
99.1	Press release issued by the Company April 10, 2019.

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EX-99.1

2400 Xenium Lane North, Plymouth, MN 55441 ▪ (763) 551-5000 ▪ www.christopherandbanks.com

CHRISTOPHER & BANKS CORPORATION ANNOUNCES ENGAGEMENT OF REAL

ESTATE CONSULTANT AND NEW DIRECTOR-NOMINEE

- Engagement of Nationally Recognized Real Estate Consultant Targeted with Goal of Additional

Annualized Occupancy Savings of $4 to $7 million -

- Reiterates Full Year Guidance for Fiscal 2019 -

- Announces Allison Wing will be a Director-Nominee at 2019 Annual Meeting of Stockholders -

Minneapolis, MN, April 10, 2019 - Christopher & Banks Corporation (NYSE: CBK), a specialty women’s apparel retailer, today announced the engagement of a leading national third-party real estate consulting firm specializing in lease restructuring to accelerate and increase occupancy cost savings. The targeted goal of this engagement is annualized savings of between $4 million and $7 million.

The Company also announced that it reiterates its full year guidance for fiscal 2019 based on the recent improvement in comparable sales trends and continued traction from ongoing initiatives.

Keri Jones commented “We are pleased to see the improvement in sales trends for fiscal March (which ended April 6^th), following challenging results in February. Customers have responded favorably to our recent product assortments resulting in an increase in conversion rates and units per transaction in fiscal March.”

For the full year of Fiscal 2019, the Company continues to expect:

• Net sales growth of 2% to 3%;

• Gross margin expansion of 300 to 350 basis points;

• SG&A as a percentage of sales to decline 150 to 200 basis points; and

• Inventory turns to improve as compared to fiscal 2018.

The Company also announced that the Board of Directors has nominated Allison Wing as a director-nominee for election at the Company’s 2019 Annual Meeting of Stockholders, to be held June 26, 2019.

Ms. Wing is currently the Chief Marketing/Digital Officer for Bright Health, a health insurance company. Previously, Ms. Wing served as the Chief Marketing Officer and Executive Vice President of Digital Channels at Maurice’s Incorporated (a division of Ascena Retail Group, Inc.) from August 2014 through May 2017. At Maurice’s, Ms. Wing launched the company’s first multi-tender loyalty program, developed the company’s first customer insights data production platform, and launched their enterprise-wide e-commerce platform. Prior to joining Maurice’s in 2014, Ms. Wing was the CEO and founder of giggle, Inc., a multichannel retailer, wholesaler and licenser of baby products. Ms. Wing is also on the Board of Directors of Casey’s General Stores, Inc.

“Ali will bring extensive experience and knowledge of digital marketing, omni-channel retail and customer insights to our Board of Directors”, said Ms. Jones. “Her perspective and guidance will be a tremendous asset to our business”.

About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based national specialty retailer featuring exclusively designed privately branded women’s apparel and accessories. As of April 10, 2019, the Company operates 457 stores in 45 states consisting of 313 MPW stores, 81 Outlet stores, 33 Christopher & Banks stores, and 30 stores in its women’s plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com eCommerce website.

Keywords: Christopher & Banks, CJ Banks, Women’s Clothing, Plus Size Clothing, Petites, Extended Sizes, Outfits.

Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to certain events that could have an effect on our future performance. The forward-looking statements relate to expectations concerning matters that are not historical facts and may use the words “will”, "expect", "anticipate", "plan", "intend", "project", "believe", “should”, "drive" "in order to" and similar expressions. Except for historical information, matters discussed in this press release may be considered forward-looking statements.

These forward-looking statements are based largely on information currently available to our management and our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to a number of uncertainties and risks, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause the Company's future performance and financial results to differ materially from those expressed or implied by the forward-looking statements. We cannot guarantee their accuracy or our future performance, and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will, in fact, be achieved or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to, those factors described in Item 1A, “Risk Factors” and in the “Forward-Looking Statements” disclosure in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our latest annual report on Form 10-K. All forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

    COMPANY CONTACT:

    Keri Jones

    President and Chief Executive Officer

    (763) 551-5000

    INVESTOR RELATIONS CONTACT:

    Jean Fontana

    ICR, Inc.

    (646) 277-1214