Childrens Place, Inc 8-K, filed Feb 18, 2025
Childrens Place, Inc. (PLCE)
About this 8-K
Childrens Place, Inc filed this 8-K on February 18, 2025, reporting on events of February 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in Charter) |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
| ( |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 13, 2025, the Company appointed Rhys Summerton to the Company’s Board of Directors and to the Audit Committee. Mr. Summerton will hold office until the annual meeting of stockholders of the Company to be held in 2025. Mr. Summerton is an independent director under applicable SEC and Nasdaq rules.
Mr. Summerton is Fund Manager and Investor at Milkwood Capital, a long-term, value oriented, global investment company. Prior to launching Milkwood Capital, from 2001 to 2008, Mr. Summerton was a Senior Investment Analyst at Citigroup and from 2008 to 2013 Managing Director at Citigroup where he was the Global Head of Emerging Market Equity Research. Mr. Summerton began his career as an Auditor at Ernst and Young.
There is no arrangement or understanding between Mr. Summerton and any other person pursuant to which Mr. Summerton was appointed as a director of the Company. Mr. Summerton will be eligible to participate in all non-management director compensation plans and arrangements available to the Company’s other independent directors. Accordingly, Mr. Summerton will receive an annual equity retainer of $140,000 in the form of time-based restricted stock units under the Company’s 2011 Equity Incentive Plan (the “Plan”), which shares will be deliverable to Mr. Summerton on the first anniversary of the date of grant, subject to the terms and conditions of the Plan.
A copy of the press release announcing the appointment of Mr. Summerton as a director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit 99.1 | Press Release dated February 18, 2025 | |
| Exhibit 104 | Cover Pages Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
* * * *
2
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives and results of operations, including adjusted net income (loss) per diluted share. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate,” “believe” and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended February 3, 2024. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the Company’s current level of operations and repayment of indebtedness, the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that changes in the Company’s plans and strategies with respect to pricing, capital allocation, capital structure, investor communications and/or operations may have a negative effect on the Company’s business, the risk that the Company’s strategic initiatives to increase sales and margin, improve operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s culture are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries, more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class action litigations brought under securities, consumer protection, employment, and privacy and information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, risks related to the existence of a controlling shareholder, and the uncertainty of weather patterns, as well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
3
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.
Date: February 18, 2025
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jared Shure | |
| Name: | Jared Shure | |
| Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |
4
Exhibit 99.1
THE CHILDREN’S PLACE ANNOUNCES APPOINTMENT
TO ITS BOARD OF DIRECTORS
SECAUCUS, N.J., February 18, 2025 —The Children’s Place, Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands, today announced that the Company has appointed Rhys Summerton to the Company’s Board of Directors and as a member of the Audit Committee. Mr. Summerton will hold office until the annual meeting of stockholders of the Company to be held in 2025. Ms. Summerton is an independent director and qualifies as an “audit committee financial expert” under applicable SEC and Nasdaq rules.
Turki S. AlRajhi, Executive Chairman of the Board of Directors of The Children’s Place, commented, “We are pleased to welcome Rhys to our Board of Directors. Rhys is a thoughtful leader and a man of integrity. I am delighted that he will be joining us.”
Mr. Summerton is Fund Manager and Investor at Milkwood Capital, a long-term, value oriented, global investment company. Prior to launching Milkwood Capital, from 2001 to 2008, he was a Senior Investment Analyst at Citigroup and from 2008 to 2013, Managing Director at Citigroup where he was the Global Head of Emerging Market Equity Research. Mr. Summerton began his career as an Auditor at Ernst and Young.
About The Children’s Place
The Children’s Place is the largest pure-play children’s specialty retailer in North America with an omni-channel portfolio of brands. Its global retail and wholesale network includes two digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 15 countries through six international franchise partners. The Children’s Place designs, contracts to manufacture, and sells fashionable, high-quality, head-to-toe outfits predominantly at value prices. For more information, visit: www.childrensplace.com and www.gymboree.com.
Contact: Investor Relations (201) 558-2400 ext. 14500