PLCE 8-K
Childrens Place, Inc. (PLCE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
General Counsel and Corporate Secretary Transition
(b) On May 6, 2026, Jared Shure provided notice to The Children’s Place, Inc. (the “Company”) that he will be leaving his positions as Chief Administrative Officer, General Counsel and Corporate Secretary, effective June 1, 2026. Prior to June 1, 2026, Mr. Shure will continue in his roles to ensure continuity and an orderly transition. The decision to part ways was not the result of any disagreement between Mr. Shure and the Company concerning the Company’s operations, policies or practices. Kenneth Li, currently the Company’s Vice President and Assistant General Counsel, will succeed Mr. Shure’s duties as General Counsel and Corporate Secretary at the time Mr. Shure’s resignation becomes effective.
2026 Annual Meeting of Stockholders
(e) At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting of Stockholders”) of the Company held on May 6, 2026, the Company’s stockholders voted to approve an increase of 1,200,000 shares of common stock, par value $0.10 per share (the “Common Stock”) available for issuance under the Company’s 2011 Equity Incentive Plan. Such proposal is set forth on pages 42 through 53 of the Company’s proxy statement for the 2026 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 10, 2026. The foregoing description is not complete and is qualified in its entirely by reference to the full text of the Company’s First Amendment to the Fourth Amended and Restated 2011 Equity Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2026 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s seven nominees for Director for a one-year term expiring in 2027; (ii) the ratification of the appointment of BDO USA, P.C., as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 30, 2027; (iii) the approval of an increase of 1,200,000 shares of Common Stock available for issuance under the Company’s 2011 Equity Incentive Plan; and (iv) 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 2026 Annual Meeting of Stockholders.
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The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Election of Directors | ||||||||||||||||
| Turki Saleh A. AlRajhi | 15,584,436 | 210,885 | 76,707 | 2,243,497 | ||||||||||||
| Hussan Arshad | 15,633,407 | 205,658 | 32,963 | 2,243,497 | ||||||||||||
| Douglas Edwards | 15,381,356 | 429,671 | 61,001 | 2,243,497 | ||||||||||||
| Kim Roy | 15,578,492 | 232,065 | 61,471 | 2,243,497 | ||||||||||||
| Muhammad Asif Seemab | 15,497,473 | 342,743 | 31,812 | 2,243,497 | ||||||||||||
| Rhys Summerton | 15,442,026 | 369,006 | 60,996 | 2,243,497 | ||||||||||||
| Muhammad Umair | 15,585,408 | 253,181 | 33,439 | 2,243,497 | ||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 17,612,248 | 419,758 | 83,519 | 0 | ||||||||||||
| Approval of an increase of 1,200,000 shares of Common Stock available under the Company’s 2011 Equity Incentive Plan | 15,270,578 | 591,720 | 9,730 | 2,243,497 | ||||||||||||
| Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 15,243,731 | 613,666 | 14,631 | 2,243,497 | ||||||||||||
| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2026 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:
| Audit Committee | Corporate Responsibility, Sustainability & Governance Committee |
Human
Capital & Compensation Committee | ||
| Hussan Arshad (Chair) | Douglas Edwards (Chair) | Muhammad Asif Seemab (Chair) | ||
| Douglas Edwards | Hussan Arshad | Hussan Arshad | ||
| Rhys Summerton | Muhammad Asif Seemab | Rhys Summerton |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1(*) | First Amendment to The Children’s Place, Inc. Fourth Amended and Restated 2011 Equity Incentive Plan filed as amended on May 6, 2026. |
| Exhibit 104 | Cover Pages Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
(*) Compensation Arrangement
* * * *
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Forward-Looking Statements
This Current Report on Form 8-K 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. 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 “Part I, Item 1A. Risk Factors” section of its annual report on Form 10-K for the fiscal year ended January 31, 2026. 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 changes in trade policy and tariff regimes, including newly imposed U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s international manufacturing and operations or customers’ discretionary spending habits, 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 litigation brought under securities, consumer protection, employment, and privacy and information security laws and regulations, risks related to the existence of a controlling stockholder, 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.
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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: May 6, 2026
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jared Shure | |
| Name: | Jared Shure | |
| Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |
5
Exhibit 10.1
FIRST AMENDMENT
TO
THE CHILDREN’S PLACE, INC.
FOURTH AMENDED AND RESTATED
2011 EQUITY INCENTIVE PLAN
This First Amendment (this “Amendment”) of The Children’s Place, Inc. Fourth Amended and Restated 2011 Equity Incentive Plan (the “Plan”) is effective as of May 6, 2026. All terms used but not defined herein shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board of Directors (the “Board”) of The Children’s Place, Inc. (the “Company”) has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of shares of Common Stock reserved for issuance under the Plan by 1,200,000 shares, and the Amendment was submitted to the holders of the outstanding stock of the Company (the “Stockholders”) and such Stockholders have approved the adoption of this Amendment.
AGREEMENT
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 5(b) of the Plan is hereby amended and restated in its entirety as follows:
(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan and subsection (e) below, no more than 4,515,000 shares of Common Stock may be delivered in the aggregate pursuant to Awards granted under the Plan; (ii) subject to Section 12 of the Plan, no more than 750,000 shares of Common Stock may be subject to grants of Options or SARs under the Plan to any single Participant during any calendar year; (iii) subject to Section 12 of the Plan, no more than 2,000,000 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single year in the event a Performance Period extends beyond a single year) pursuant to a Performance Award denominated in cash described in Section 11(a) of the Plan shall be $10,000,000.