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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2021 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 2022; (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 January 29, 2022; (iii) the approval of the Company’s Fourth Amended and Restated 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 2021 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Election of Directors | ||||||||||||||||
| Joseph Alutto | 10,926,436 | 224,270 | 77,638 | 901,932 | ||||||||||||
| John E. Bachman | 10,965,583 | 185,142 | 77,619 | 901,932 | ||||||||||||
| Marla Beck | 11,023,000 | 127,789 | 77,555 | 901,932 | ||||||||||||
| Elizabeth J. Boland | 11,088,549 | 62,241 | 77,554 | 901,932 | ||||||||||||
| Jane Elfers | 11,027,558 | 123,232 | 77,554 | 901,932 | ||||||||||||
| Tracey R. Griffin | 11,090,841 | 59,949 | 77,554 | 901,932 | ||||||||||||
| Joseph Gromek | 10,536,402 | 614,206 | 77,736 | 901,932 | ||||||||||||
| Norman Matthews | 9,816,697 | 1,334,011 | 77,636 | 901,932 | ||||||||||||
| Debby Reiner | 10,948,185 | 202,543 | 77,616 | 901,932 | ||||||||||||
| Ratification of the Appointment Of Independent Registered Public Accounting Firm | 12,035,673 | 17,241 | 77,362 | 0 | ||||||||||||
| Approval of the Company’s Fourth Amended and Restated 2011 Equity Incentive Plan | 10,641,582 | 505,033 | 81,729 | 901,932 | ||||||||||||
| Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 5,467,578 | 5,677,357 | 83,409 | 901,932 | ||||||||||||
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| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2020 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) | ||
| Elizabeth J. Boland | Norman Matthews | John E. Bachman | ||
| Tracey R. Griffin | Debby Reiner | Marla Beck | ||
| Norman Matthews |
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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 14, 2021
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jane Elfers | |
| Name: | Jane Elfers | |
| Title: | President and Chief Executive Officer | |
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