8-K
Childrens Place, Inc. (PLCE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 11, 2022
| 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<br><br> <br>Symbol(s) | Name of each exchange on<br> which registered |
|---|---|---|
| Common Stock, $0.10 par value | PLCE | NASDAQ Global Select Market |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |
| --- | --- |
At the 2022 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s ten nominees for Director for a one-year term expiring in 2023; (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 28, 2023; 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 2022 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker<br> Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|
| Election of Directors | ||||||||
| Joseph Alutto | 10,092,919 | 203,602 | 2,849 | 1,232,949 | ||||
| John E. Bachman | 9,911,251 | 385,295 | 2,824 | 1,232,949 | ||||
| Marla Beck | 10,196,797 | 99,933 | 2,640 | 1,232,949 | ||||
| Elizabeth J. Boland | 9,941,335 | 355,395 | 2,640 | 1,232,949 | ||||
| Jane Elfers | 10,111,496 | 184,033 | 3,841 | 1,232,949 | ||||
| John A. Frascotti | 10,229,731 | 66,800 | 2,839 | 1,232,949 | ||||
| Tracey R. Griffin | 10,105,666 | 191,131 | 2,573 | 1,232,949 | ||||
| Katherine Kountze | 10,222,139 | 74,598 | 2,633 | 1,232,949 | ||||
| Norman Matthews | 9,394,905 | 887,001 | 17,464 | 1,232,949 | ||||
| Debby Reiner | 10,090,537 | 206,260 | 2,573 | 1,232,949 | ||||
| Ratification of the Appointment Of Independent Registered Public Accounting Firm | 11,064,129 | 465,166 | 3,024 | 0 | ||||
| Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 8,686,097 | 1,608,672 | 4,601 | 1,232,949 |
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| Item 8.01 | Other Events. |
|---|
Following their election to the Board of Directors (the “Board”) of the Company at the 2022 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<br><br> Committee | Corporate Responsibility, Sustainability &<br> Governance Committee |
|---|---|---|
| John E. Bachman (Chair) | Debby Reiner (Chair) | Joseph Alutto (Chair) |
| Elizabeth J. Boland | Tracey R. Griffin | John E. Bachman |
| Katherine Kountze | Norman Matthews | Marla Beck |
| John A. Frascotti | ||
| 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 11, 2022
| THE CHILDREN’S PLACE, INC. | |
|---|---|
| By: | /s/ Jane Elfers |
| Name: | Jane Elfers |
| Title: | President and Chief Executive Officer |
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