8-K

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): June 9, 2023

Citi Trends, Inc.

(Exact name ofregistrant as specified in its charter)

Registrant’s

telephone number, including area code: (912) 236-1561

Former

name or former address, if changed since last report: Not applicable

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:

Securities registered pursuant to Section 12(b) of the Act:

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

At the 2023 annual meeting of stockholders (the “2023 Annual Meeting”) of Citi Trends, Inc. (the “Company”) held on June 9, 2023, the holders of the Company’s common stock entitled to vote at the meeting (1) elected nine director nominees whose terms will expire at the 2024 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s named executive officers as set forth in the proxy statement, (3) voted for, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive compensation to be held annually, and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024.

The voting results were as follows:

(1) The election of nine directors:

(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”) as set forth in the proxy statement:

(3) A vote on a non-binding, advisory basis, of the frequency of future “Say-on-Pay” votes:

The Board of Directors has considered these voting results and determined that the Say-on-Pay vote will be submitted to stockholders on an annual basis until the next required vote on frequency.

(4) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024:

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 thereunto duly authorized.