UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 8, 2019
THE CHILDREN’S PLACE, INC.
(Exact Name of Registrants as Specified in Their Charters)
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) |
| (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 Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.10 par value | PLCE | New York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting of Stockholders of The Children’s Place, Inc. (the “Company”) held on May 8, 2019 (the “2019 Annual Meeting of Stockholders”), the Company’s stockholders voted on: (i) the election of each of the Company’s nine nominees for Director for a one-year term expiring in 2020; (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 February 1, 2020; 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 2019 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |
| Election of Directors | ||||
| Joseph Alutto | 13,680,120 | 285,168 | 3,373 | 778,393 |
| John E. Bachman | 13,907,890 | 57,525 | 3,246 | 778,393 |
| Marla Malcolm Beck | 13,907,443 | 57,845 | 3,373 | 778,393 |
| Elizabeth J. Boland | 13,935,692 | 29,395 | 3,574 | 778,393 |
| Jane Elfers | 13,907,442 | 57,645 | 3,574 | 778,393 |
| Joseph Gromek | 13,802,473 | 162,658 | 3,530 | 778,393 |
| Norman Matthews | 13,663,570 | 301,718 | 3,373 | 778,393 |
| Robert L. Mettler | 13,861,411 | 103,877 | 3,373 | 778,393 |
| Debby Reiner | 13,937,543 | 27,745 | 3,373 | 778,393 |
| Ratification of the Appointment Of Independent Registered Public Accounting Firm | 14,720,252 | 26,078 | 724 | 0 |
| Compensation Paid to Named Executive Officers (“Say on Pay”) | 13,535,922 | 423,362 | 9,377 | 778,393 |
| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2019 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:
| Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | ||
| John E. Bachman (Chair) | Joseph Gromek (Chair) | Joseph Alutto (Chair) | ||
| Marla Malcolm Beck | Norman Matthews | John E. Bachman | ||
| Elizabeth J. Boland | Robert L. Mettler | Norman Matthews | ||
| Debby Reiner |
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 adjusted net income per diluted share. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate” 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 2, 2019. Included among the risks and uncertainties that could cause actual results and performance to differ materially are 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, the risk that the Company’s strategic initiatives to increase sales and margin are delayed or do not result in anticipated improvements, the risk of delays, interruptions and disruptions in the Company’s global supply chain, including resulting from foreign sources of supply in less developed countries or more politically unstable countries, 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 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, and the uncertainty of weather patterns. 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.
* * *
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 8, 2019
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jane Elfers | |
| Name: | Jane Elfers | |
| Title: | President and Chief Executive Officer | |