UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Citi Trends, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

104 Coleman Boulevard

Savannah, Georgia 31408

(912) 236-1561

April 26, 2023

Dear Citi Trends Stockholders,

You are cordially invited to attend the annual meeting of stockholders of Citi Trends, Inc. to be held at 9:00 a.m., Eastern Time, on June 9, 2023. We will conduct our Annual Meeting in a virtual format, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2023. We have designed the format of the virtual meeting so that stockholders have the same rights and opportunities to vote and participate as they would have at a physical meeting. The formal notice of annual meeting appears on the next page.

In addition to the formal items of business to be brought before the meeting, we will be pleased to report on the affairs of the Company.

Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the virtual annual meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the internet, by telephone or, if you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the annual meeting.

On behalf of the board of directors and management, it is my pleasure to express our appreciation for your continued support.


	Very truly yours,



	Peter R. Sachse
	Executive Chairman of the Board of Directors

Table of Contents

Citi Trends, Inc.

104 Coleman Boulevard

Savannah, Georgia 31408

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on June 9, 2023

To Citi Trends Stockholders:

You are cordially invited to attend the virtual annual meeting of stockholders of Citi Trends, Inc., a Delaware corporation, which will be held on June 9, 2023, at 9:00 a.m., Eastern Time. This will be a virtual meeting only, via live audio webcast at www.virtualshareholdermeeting.com/CTRN2023. Please note that there is no in-person annual meeting for you to attend.

The Annual Meeting is being held for the following purposes:

To elect the nine nominees named in the proxy statement to the board of directors to serve as directors whose terms will expire at the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified;

To vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as set forth in the proxy statement;

To vote on a non-binding, advisory resolution with respect to the frequency of future advisory votes on our named executive officer compensation

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2024; and

To transact any other business properly brought before the meeting or any adjournment or postponement of the meeting.

You can vote your shares of common stock if our records show that you were the owner of the shares as of the close of business on April 13, 2023, the record date for the Annual Meeting.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CTRN2023 and enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card.

On April 26, 2023, we expect to release the proxy materials to our stockholders and to send these stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal 2022 Annual Report, and how to vote through the Internet or by telephone. All stockholders who do not receive the Notice of Internet Availability of Proxy Materials will receive a paper copy of our proxy materials by mail.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the virtual-only meeting, please take a few minutes now to vote your shares as described in the Notice of Internet Availability of Proxy Materials or your proxy card so that your shares may be represented and voted at the Annual Meeting. If you are a beneficial owner or you hold your shares in “street name,” please follow the voting instructions provided by your bank, broker or other nominee. Regardless of the number of shares you own, your presence by proxy is helpful to establish a quorum and your vote is important.


	By Order of the Board of Directors,



	David N. Makuen
	Chief Executive Officer
	April 26, 2023

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on June 9, 2023: The Proxy Statement and our 2022 Annual Report are available at https://ir.cititrends.com/annual-meeting

Table of Contents

TABLE OF CONTENTS


GENERAL		4
PROPOSAL 1: ELECTION OF DIRECTORS		8
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		11
BOARD LEADERSHIP STRUCTURE		11
BOARD DIVERSITY MATRIX		12
NOMINATION AND SELECTION OF DIRECTORS		12
DIRECTOR INDEPENDENCE		13
BOARD RISK OVERSIGHT		13
BOARD OF DIRECTORS COMMITTEES		14
AUDIT COMMITTEE REPORT	21
COMPENSATION COMMITTEE REPORT	22
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	24
COMPENSATION DISCUSSION AND ANALYSIS	24
2022 FISCAL YEAR COMPENSATION TABLES	32
CEO PAY RATIO	32
PAY VERSUS PERFORMANCE	37
EXECUTIVE COMPENSATION – EQUITY COMPENSATION PLAN INFORMATION	40
DIRECTOR COMPENSATION	40
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	42
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION	43
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	45
DELINQUENT SECTION 16 (a) REPORTS	47
PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
OTHER BUSINESS	50
STOCKHOLDER PROPOSALS FOR INCLUSION IN NEXT YEAR’S PROXY STATEMENT	50
SHAREHOLDERS SHARING THE SAME ADDRESS	50

Table of Contents

2023 PROXY STATEMENT AT A GLANCE

The following executive summary is intended to provide an overview of the items presented in this proxy statement. We encourage you to read the entire proxy statement for more information about these topics prior to voting at the 2023 annual meeting of stockholders.

Annual Meeting of Stockholders


Time and Date:	June 9, 2023; 9:00 a.m. Eastern Time
Means:	Via live audio webcast at www.virtualshareholdermeeting.com/CTRN2023. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form to participate in the virtual Annual Meeting. You may view the Annual Meeting without the control number.

Record Date:	Stockholders as of the close of business on April 13, 2023 are entitled to vote.
Attendance:	Please see the instructions on page 4 of this proxy statement.

Meeting Agenda and Voting Matters


		Board's Voting	Page
Proposal		Recommendation	Reference
1	Election of Directors	FOR ALL nominees	8
2	Advisory Vote to Approve Executive Compensation	FOR	42
3	Advisory vote on the Frequency of Future Advisory Votes on Executive Compensation	1 YEAR	43
4	Ratification of Independent Registered Public Accounting Firm Appointment	FOR	48

– PROPOSAL 1 –

Director Nominees for Election


		Director			Other Current
Name and Principal Position	Age	Since	Independent	Committees	Public Co. Boards
Brian P. Carney	62	2007	Yes	AC (Chair), CC	0
Jonathan Duskin

SEC Form DEF 14A filed by Citi Trends Inc.