- Current report filing (8-K)
December 08 2008 - 2:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 8, 2008
Citi Trends, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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000-51315
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52-2150697
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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104
Coleman Boulevard, Savannah, Georgia
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31408
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(Address
of principal executive offices)
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(Zip
Code)
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Registrants
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 (See General Instruction A.2 below):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre- commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2008, R. David Alexander Jr.
joined Citi Trends, Inc. (the Company) as President and Chief Operating
Officer, effective immediately.
He will report to Chairman and Chief
Executive Officer, Ed Anderson; his areas of responsibility will include Store
Operations, Distribution/Warehousing, and Real Estate.
Mr. Alexander, 51, joins the Company after a
30 year retail career that includes 10 years
with Family Dollar Stores where he was Executive Vice President and Chief
Operating Officer from 2000 to 2003 and President and Chief Operating Officer from
2003 to 2005. More recently, he was Chief Executive Officer of PCA which
operates photography studios in Wal-Mart Stores, from 2005 to 2007. He comes to
the Company directly from APAX Partners, a large private equity firm, where he
was a consultant for the past year.
The Company entered into an Employment Agreement
with Mr. Alexander (the Employment Agreement) which provides for the
following compensation terms. Mr. Alexanders annual gross starting salary
will be $500,000 and he will receive a reimbursement of up to $150,000 in
relocation expenses along with a tax gross-up of approximately $80,000. Mr. Alexanders
annual performance bonus opportunity will be 100% of base salary, based on the
achievement of certain performance targets which include the attainment of
certain earnings targets for the Company with the potential to receive up to
200% of base salary to the extent performance targets are exceeded. The Company will guarantee 20% of Mr. Alexanders
fiscal year 2009 bonus. Mr. Alexander will also be eligible to participate
in the Companys various employee benefit programs. On January 5, 2009, Mr. Alexander
will receive an award of restricted stock worth $500,000 under the Companys 2005
Long Term Incentive Plan. The restricted
stock will vest in four equal annual installments on the first four
anniversaries of the grant date, subject to earlier vesting upon a change in
control of the Company. If the Company
terminates Mr. Alexanders employment without Cause (as defined) or as a
result of a Change in Control (as defined), the Company will provide Mr. Alexander
with separation payments of twelve months base salary.
The Company also entered into an Employment
Non-Compete, Non-Solicit and Confidentiality Agreement with Mr. Alexander
under which he agrees that upon a separation from the Company he will not disclose
confidential information relating to the Company, he will not compete with the
Company or render similar services to a competitor of the Company for a period
of one year, he will not solicit any vendor or supplier of merchandise to the
Company for a period of two years and he will not recruit Company personnel for
a period of two years.
A copy of the Companys press release announcing the
appointment of Mr. Alexander is attached to this report as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press
Release dated December 8, 2008
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2
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.
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CITI
TRENDS, INC.
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Date:
December 8, 2008
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By:
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/s/
Bruce D. Smith
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Name:
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Bruce
D. Smith
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Title:
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Chief
Financial Officer
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3
Exhibit Index
Exhibit No.
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Description
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99.1
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Press
Release dated December 8, 2008
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4
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