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):  January 9, 2015

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)

(763) 551-5000

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation 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 January 9, 2015, Christopher & Banks Corporation (the “Company”) issued a press release disclosing material, non-public information regarding the Company’s updated outlook for the fiscal 2014 fourth quarter ending January 31, 2015.

The press release issued on January 9, 2015 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.

Furnished herewith as Exhibit 99.2, and incorporated by reference herein, is a copy of presentation materials to be used by the Company beginning on January 11, 2015, in connection with meetings with analysts, stockholders and potential stockholders and the Company’s participation at the ICR XChange Conference in Orlando, Florida.

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” contained in the Company’s 2014 Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2014 and in other SEC filings made since the date of that 10-K Report.  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	Press Release issued by the Company on January 9, 2015.
	99.2	Charting Our Path to Long-Term Growth and Profitability January, 2015 presentation materials.

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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: January 9, 2015	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.:
January 9, 2015	001-31390

CHRISTOPHER & BANKS CORPORATION

Exhibit Number	Description
99.1	Press Release issued by the Company on January 9, 2015.
99.2	Charting Our Path to Long-Term Growth and Profitability January, 2015 presentation materials.

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EX-99.1

Exhibit 99.1

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

FOR:	Christopher & Banks Corporation
COMPANY CONTACT:	Peter G. Michielutti
	Executive Vice President
	Chief Operating Officer and
	Chief Financial Officer
	(763) 551-5000
INVESTOR RELATIONS CONTACT:	Investor Relations:
	Jean Fontana
	ICR, Inc.
	(646) 277-1214

Christopher & Banks Updates Outlook for Fiscal 2014 Fourth Quarter

Ahead of Presentation at ICR XChange

Minneapolis, MN, January 9, 2015 — Christopher & Banks Corporation (NYSE: CBK), a specialty women’s apparel retailer, today updated its outlook for the fiscal 2014 fourth quarter, ahead of its presentation at the ICR XChange Conference in Orlando, Florida.

For the fourth quarter of fiscal 2014, the Company now expects:

·total net sales between $96 million to $98 million, as compared to $104.9 million of net sales in last year’s fourth quarter;

·gross margin to be relatively flat as compared to the comparable prior year period, largely driven by improved merchandise margins offset by deleveraging of occupancy; and

·SG&A dollars to be between approximately $32.0 million and $32.5 million, as compared to $31.4 million of SG&A expense reported in the fourth quarter last year.

LuAnn Via, President and Chief Executive Officer, commented:  “We are pleased with our performance thus far this quarter in view of the challenging retail environment.  Our inventory levels are in line with our expectations and we are comfortable with our position heading into fiscal 2015.  Our key initiatives in merchandising and marketing continue to take hold and our transition to the MPW format continues to drive improved store productivity and

CHRISTOPHER & BANKS UPDATES OUTLOOK FOR FISCAL 2014

FOURTH QUARTER AHEAD OF PRESENTATION AT ICR XCHANGE

profitability.  We are confident that we have the foundation in place to achieve our long-term growth and profitability goals.”

As noted on its most recent quarterly investor conference call and as described in its Form 10-Q Report for the third fiscal quarter ended November 1, 2014, with the continued conversion of stores to the MPW format and anticipated new store openings, the percentage of stores eligible to be used for comparison in the Company’s same-store sales calculation will continue to decline over the next several fiscal quarters. As a result, for the near-term, the Company believes same- store sales, on its own, will not be an accurate predictor of its overall performance. Therefore, the Company currently anticipates that its sales guidance, at least through the first quarter of fiscal 2016, will be based on its expectations for total net sales rather than same-store sales. The Company intends to continue reporting same-store sales on a historical basis.

ICR XChange Conference

As previously announced, the Company will be meeting with analysts and investors, and presenting at the ICR XChange Conference in Orlando, Florida on Monday, January 12, 2015.  The presentation will be held at 10:30 a.m. EDT on January 12th and webcast live at www.christopherandbanks.com.

About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing.  As of January 9, 2015, the Company operates 546 stores in 43 states consisting of 200 Christopher & Banks  stores, 108 stores in its women’s plus size clothing division CJ Banks, 194 MPW stores and 44 outlet stores.  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 are forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements may use the words “expect”, “anticipate”, “plan”, “intend”, “project”, “believe” and similar expressions and include the statements that for the fourth quarter of fiscal 2014, the Company now expects (i) total net sales between $96 million to $98 million, as compared to $104.9 million of net sales in last year’s fourth quarter; (ii) gross margin to be relatively flat as compared to the comparable prior year period, largely driven by improved merchandise margins offset by deleveraging of occupancy; (iii) SG&A dollars to be between approximately $32.0 million and $32.5 million, as compared to $31.4 million of SG&A expense reported in the fourth quarter last year; (iv) that the Company is comfortable with its inventory position heading into fiscal 2015; and (v) that the Company is

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CHRISTOPHER & BANKS UPDATES OUTLOOK FOR FISCAL 2014

FOURTH QUARTER AHEAD OF PRESENTATION AT ICR XCHANGE

confident that it has the foundation in place to achieve its long-term growth and profitability goals.  These statements are based on management’s current expectations 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 our actual results to differ materially from those expressed or implied by the 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: (i) the inherent difficulty in forecasting consumer buying and retail traffic patterns which may be affected by factors beyond our control, such as a weakness in overall consumer demand; adverse weather, economic or political conditions; and shifts in consumer tastes or spending habits that result in reduced sales or gross margins; (ii) lack of acceptance of the Company’s fashions, including its seasonal fashions; (iii) the ability of the Company’s infrastructure and systems to adequately support our operations; (iv) the effectiveness of the Company’s brand awareness, marketing programs and efforts to enhance the in-store experience; (v) the possibility that, because of poor customer response to our merchandise, management may determine it is necessary to sell merchandise at lower than expected margins or at a loss; (vi) the failure to successfully implement the Company’s strategic and tactical plans; (vii) general economic conditions could lead to a reduction in store traffic and in consumer spending on women’s apparel; (viii) fluctuations in the levels of the Company’s sales, expenses or earnings; and (ix) risks associated with the performance and operations of the Company’s Internet operations.

Readers are cautioned not to place undue reliance on these forward-looking statements which are based on current expectations and speak only as of the date of this release.  The Company does not assume any obligation to update or revise any forward-looking statement at any time for any reason.

Certain other factors that may cause actual results to differ from such forward-looking statements are included in the Company’s periodic reports filed with the Securities and Exchange Commission and available on the Company’s website under “Investor Relations” and you are urged to carefully consider all such factors.

# # #

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EX-99.2

Exhibit 99.2

Charting Our Path to Long-Term Growth and Profitability January 2015

Certain statements on the slides which follow may be forward-looking statements about Christopher & Banks Corporation (the “Company”). Such forward-looking statements involve risks and uncertainties which may cause actual results to differ. These forward-looking statements may be identified by such terms as “will”, “expect”, “believe”, “anticipate”, “outlook”, “target”, “plan”, “initiatives”, “estimated”, “strategy” and similar terms. You are directed to the cautionary statements regarding risks or uncertainties described in the Company’s filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and other SEC filings made since the date of that 10-K report. Participants are cautioned not to place undue reliance on such forward-looking statements, which reflect management’s views only as of January 11, 2015. The Company undertakes no obligation to update or revise the forward-looking statements. 2 Safe Harbor 2

Specialty women's apparel retailer catering to missy, petite, and women customers Currently operate approximately 540 stores in 43 states plus an eCommerce website Target women 45-60 years Avg. household income $70k-$75k 70% work outside of the home Two-thirds married Purchasing behavior Purchases 3.5 times annually (+3% vs. LY*) On average, spends $49 per visit (+5% vs. LY*) Approximately 28% of customers shop multiple sizes (missy, petite, women) Approximately 10% of customers shop across both web and stores, representing 22% of sales About Us and Our Core Customer 3 * On a trailing 12 month basis thru Q314

Our Vision & Mission Vision To be her trusted brand by delivering style and value every day Mission To provide our customer with: style and versatility that reflects who she is, lasting quality and affordable value that she expects, and personalized attention that she deserves 4

5 Uniquely positioned to address niche customers who are largely underserved including the growing petite and plus size customer segments Increasing sales per square foot driven by MPW migration and outlet store expansion Merchandising strategy and inventory discipline centered around driving higher store productivity and gross margin expansion Cost efficiencies led by lowering occupancy and store payroll expenses and SG&A leverage also contributing to operating margin expansion Evolving Omni-Channel strategy - “Customer First” Disciplined investments to drive long-term growth and profitability Investment Highlights 5

Name Title Year Joined CBK Experience LuAnn Via President and CEO 2012 30+ Peter Michielutti EVP, COO and CFO 2012 25+ Monica Dahl SVP, Marketing, Omni-Channel & PR 2004 20+ Lynn Derry SVP, General Merchandise Manager 2014 30+ Luke Komarek SVP, General Counsel 2007 25+ Michelle Rice SVP, Store Operations 2008 20+ Cindy Stemper SVP, Human Resources 2010 25+ Experienced Executive Team 6

Management Team Led Successful Turnaround Sales per square foot rose from $150 to $190 – an improvement of 27% - driven by enhanced merchandising strategy and impactful targeted marketing programs(1) Gross margin went from 24.4% in fiscal 2011 to a projected 36.1% in fiscal 2014; this is attributable to improved sell through, better inventory flow and a disciplined markdown strategy Operating margin went from (17.4%) in fiscal 2011 to a projected +2.9% for fiscal 2014, stemming from cost efficiencies, lower occupancy and payroll costs and SG&A leverage (1) Amounts represent average sales per square foot (“SPSF”) for the 52 weeks ended 1/28/12 and projected SPSF for the 52 weeks ended 1/31/15, respectively. 7

Store Base Migration * FY12R represents 48 weeks ended 1/28/12 ** FY14 counts are projected to year end as of January 8, 2015 815 806 775 686 608 560 518

Christopher & Banks 2000 Braun’s changes name to Christopher & Banks 2009 Peak store count at 548 stores Projected (end of fiscal 2014 173 stores C.J. Banks 2000 First CJ Banks store opens – catering to plus size 2009 Peak store count at 267 stores Projected (end of fiscal 2014 85 stores 9

2009 Dual Brand store opened in Moosic, PA 2013-2014 Tested current MPW format Projected (end of fiscal 2014) 216 stores Future Potential 100% of store base MPW Stores Designed to provide women of all sizes with apparel and accessories that reflect who she is, with value that she can appreciate in a shopping environment that engages her. 10

2010 Opened 1st stores - Kansas Legends and Albertville, MN Projected (end of fiscal 2014) 44 stores Future Potential 100 stores Outlet Stores Offer a full range of sizes including base store merchandise, exclusive made-for-outlet styles and clearance. 11

Consistent Execution of Core Strategies Balanced Merchandise Assortments Maximizing Special Sizes Targeted Messaging and Marketing Compelling & Easy to Shop Store Experience Operational Excellence Strategic Initiatives in Place for Next Stage of Growth Omni-Channel Capabilities = Customer First 12 Migration to MPW (Missy, Petite, Women) Format

13 Capitalize on special size capabilities = women and petite Provide relevant, age-appropriate lifestyle options Wear to work balanced with casual options Easy, complete outfitting options Lifestyle collections Lounge & Sport Soft Dressing Collection Introduce Active Wear Fine-tune basics / fashion basics and “own” key categories Everyday Denim Wrinkle-Resistant Shirts Signature Slimming Pants Balanced Merchandise Assortments 13 Merchandising strategy designed to maximize sales and gross margin

Refine store assortments: By channel (MPW, Outlets, E-Commerce) Tailored and tiered by store Right-size breath vs. depth Expand Accessories categories Consistently deliver on quality Provide attractive opening price points in all categories Continue to offer a well-balanced good / better / best product mix Plan promotional buys to maximize margins 14 Balanced Merchandise Assortments 14

15 Continue investment in direct marketing (direct mail & email) Refine digital marketing strategy Support new store formats with enhanced grand opening events Capitalize on markets where other specialty women’s retailers have exited Continue investments in social media and PR Leverage Customer Relationship Management (CRM) Program Continue to expand Private Label Credit Card Program (launched in April 2012) Strategic Targeted Marketing Programs 15 Marketing programs designed to increase market share through retention of existing customers while capturing new

16 Leverage Customer Relationship Management (CRM) Program Friendship Loyalty Program - 4.3 million members with 2.1 million Active generating 97% of LTM sales as of F3Q14 Increase analytics around customer segments Invest in qualitative & quantitative research Refine FR program in Fall 2015 Continue to expand Private Label Credit Card Program Cardholders represent 26% of active customers Card purchases represent approximately one-third of sales Cardholders spend 160% more than non-card holders annually with more frequent visits and higher transaction value Continue VIP cardholder events & perks In-store payment option - 53% of customers who pay in-store make a same day purchase CRM and PLCC Drive High ROI 16

Enhance Merchandise Presentation Reconfiguring product placement and store layout of missy, petite and women sizes Create destination shoppes by lifestyle and categories Improved visual presentation through updated fixturing and props Maintain Strong Personal Relationships with Our “Friends” Leverage clientelling as key differentiator Maximize seasonal Fashion Events Support grassroots opportunities - women’s conventions, leadership conferences and women’s clubs Continue Upgrading Talent and “Selling with Care” program Align store personnel capabilities with real estate strategy Enhance on-boarding program Refine selling techniques through additional videos and tools 17 Compelling and Easy-to-Shop Store Experience 17 Highly loyal customer base largely attributable to friendly shopping environment and highly engaged sales associates

MPW stores are strategically merchandised to make our missy, women’s and petite customers feel like the stores were tailored for them MPW stores generate greater sales productivity and higher profitability than standalone CB and CJ stores with: Higher sales per square foot Higher gross margin Higher four-wall operating margin Projected to operate 216 MPW stores at the end of fiscal 2014, representing: 87 Collapse/Combine locations 111 Add CJ or CB locations 18 New MPW locations Long term potential - 100% of stores will be in MPW format MPW Format Drives Real Estate Strategy 18

MPW Types New: Open a MPW in a new market or an additional store in an existing market Collapse/Combine (C/C): Combine CB & CJ into 1 of the 2 existing spaces Collapse/Combine Relocation: Combine existing CB & CJ into a NEW store within the same center Add CJ Relocation: There is an existing CB in the center and we relocate to a larger space to create an MPW Conversions: Existing CB store where CJ merchandise can be added 19

MPW Format Drives Real Estate Strategy - Prior Store Format 20

21 MPW Format Drives Real Estate Strategy - Current Store Format

Evolving Omni-Channel Experience “CUSTOMER FIRST” Move from selling via any channel (Multi-Channel) to providing a seamless, consistent and integrated experience across ALL customer touch points (Omni-Channel) store, web, social, mobile, direct mail, email and digital Improved integration of all business aspects Single view of the customer and inventory across the company Involves CRM, POS & Web Platform System Implementations Two-year project – fiscal 2015-2016 Estimated investment of $8M-$10M 22 22

Financial Highlights

3-Year Financial Highlights – First 3 Quarters 24 24 39 Weeks Ended 39 Weeks Ended 39 Weeks Ended November 1, 2014* November 2, 2013* October 27, 2012* Net Sales $320.6 $330.8 $314.3 Gross Margin 37.2% 35.3% 29.2% SG&A as % of sales 29.6% 29.5% 30.0% Operating Income (Loss) $15.4 $9.4 ($11.9) Net Income (Loss) $15.0 $9.0 ($12.0) Diluted EPS $0.40 $0.24 ($0.34) *Dollar amounts are shown in millions except EPS

3-Year Financial Highlights – Annual Results 25 25 52 Weeks Ended 53 Weeks Ended 52 Weeks Ended February 1, 2014** February 2, 2013** January 28, 2012** Net Sales $435.8 $430.3 $436.2 Gross Margin 34.7% 29.4% 23.6% SG&A as % of sales 29.6% 30.0% 32.5% Operating Income (Loss)* $8.9 ($16.0) ($82.1) Net Income (Loss)* $8.7 ($16.1) ($81.4) Diluted EPS $0.23 ($0.45) ($2.29) *For the 53-week period ended February 1, 2013, operating loss included a $5.2 million pre-tax non-cash benefit and net income (loss) included a $5.4 million after-tax, non-cash benefit related to restructuring charges **Dollar amounts are shown in millions except EPS

November 1, 2014 (In millions) (unaudited) February 1, 2014 (In millions) Cash and Investments $43.7 $57.2 Merchandise Inventories 58.8 44.9 Property and Equipment, net 43.0 36.5 Total Assets $162.1 $149.0 Long -Term Debt — — Stockholders’ Equity $103.4 $86.9 Balance Sheet and Cash Flow Summary No outstanding borrowings under revolving credit facility Merchandise inventories – Investment in key basic programs and expanded MPW formats 26

Projected Total Stores and Comp Store Base as of January 31, 2015 27 Type of Store Total # of Stores # of Comp Stores Percentage Christopher & Banks 173 173 100% CJ Banks 85 85 100% MPW 216 48 22% Outlet 44 31 70% Total 518 337 65%

Strategic Plan Remains Intact Committed to Delivering Improved Financial Results Sales growth slower than original 3-year growth plan • Continued mall traffic declines • Acceleration of C/C causes near-term reduction in total sales • MPW performance consistent with expectations • CJ+ stores gaining traction but at a slower rate in the aggregate than anticipated • Outlets exceeding expectations 300-400 bps Gross Margin Expansion • Achieving improved results faster than expected • Approximately 150 bps increase thus far in fiscal 2014 Leverage SG&A • Sales decline has had negative implications 2%-3% Annual Net Square Footage Growth Remains Long-Term Goal • Near-term declines due to accelerated C/C

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