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 2023 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s eleven nominees for Director for a one-year term expiring in 2024; (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 3, 2024; (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 2023 Annual Meeting of Stockholders; and (iv) the approval, on an advisory, non-binding basis, of the frequency of the Company’s advisory, non-binding vote on compensation of the Company’s named executive officers described in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders.
The results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Election of Directors | ||||||||||||||||
| John E. Bachman | 9,443,498 | 119,295 | 53,609 | 918,404 | ||||||||||||
| Marla Beck | 9,445,534 | 116,253 | 54,615 | 918,404 | ||||||||||||
| Elizabeth J. Boland | 9,451,261 | 110,521 | 54,620 | 918,404 | ||||||||||||
| Jane Elfers | 9,451,458 | 108,729 | 56,215 | 918,404 | ||||||||||||
| John A. Frascotti | 9,148,084 | 413,678 | 54,640 | 918,404 | ||||||||||||
| Tracey R. Griffin | 9,436,846 | 124,941 | 54,615 | 918,404 | ||||||||||||
| Katherine Kountze | 9,455,816 | 106,211 | 54,375 | 918,404 | ||||||||||||
| Norman Matthews | 9,324,890 | 237,897 | 53,615 | 918,404 | ||||||||||||
| Wesley S. McDonald | 9,490,468 | 50,764 | 75,170 | 918,404 | ||||||||||||
| Debby Reiner | 9,436,280 | 125,004 | 55,118 | 918,404 | ||||||||||||
| Michael Shaffer | 9,490,657 | 60,674 | 65,071 | 918,404 | ||||||||||||
| Ratification of the Appointment Of Independent Registered Public Accounting Firm | 10,476,253 | 3,317 | 55,236 | 0 | ||||||||||||
| Compensation Paid to Named Executive Officers (“Say-on-Pay”) | 8,720,196 | 588,050 | 308,156 | 918,404 | ||||||||||||
| Every Year | Every 2 Years | Every 3 Years | Abstentions | |||||||||||||
| Frequency of Say on Pay Vote | 9,372,927 | 2,973 | 212,480 | 28,022 | ||||||||||||
| Item 8.01 | Other Events. |
Following their election to the Board of Directors (the “Board”) of the Company at the 2023 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:
| Audit Committee | Human Capital & Compensation Committee | Corporate Responsibility, Sustainability & Governance Committee | ||
| John E. Bachman (Chair) | Debby Reiner (Chair) | John A. Frascotti (Chair) | ||
| Katherine Kountze | Elizabeth J. Boland | Marla Beck | ||
| Wesley S. McDonald | Tracey R. Griffin | Norman Matthews | ||
| Michael Shaffer | Norman Matthews |
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| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits | ||
| Exhibit 99.1 | Press Release, dated May 10, 2023, issued by the Company (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K). | ||
| Exhibit 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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 10, 2023 |
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| THE CHILDREN’S PLACE, INC. |
| By: | /s/ Jane Elfers | |
| Name: | Jane Elfers | |
| Title: | President and Chief Executive Officer |
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