UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 9, 2023, the board of directors (the “Board”) of The Children’s Place, Inc. (the “Company”) approved and adopted a seventh amendment and restatement of the Company’s bylaws (as amended, the “Bylaws”), which became effective the same day. Among other things, the amendments effected by the Bylaws:
| · | update the Company’s advance notice provisions to require (i) certain additional stockholder and director nominee background information and representations, including disclosure regarding when Company stock was required, a representation that the stockholder is entitled to vote at the meeting, a director questionnaire (which is also clarified to be a requirement to be qualified to be a director nominee) and a stockholder questionnaire, (ii) prompt updating of information provided by the stockholder or director nominee to the Company if any such information becomes inaccurate or incomplete in any material respect, and (iii) compliance with the Securities Exchange Act of 1934, as amended, with respect to any nomination or stockholder business; |
| · | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; and |
| · | clarify and update annual and special meeting procedures, including, among other things, (i) the record date for determining stockholders entitled to request a special meeting, (ii) the ability of the Board to set stockholder meeting rules and add agenda items to stockholder-requested special meetings, (iii) the notice required in the event of an adjournment of any meeting of stockholders, and (iv) the elimination of the requirement to provide the stockholder list at each stockholder meeting (each to align with recent amendments to the General Corporation Law of the State of Delaware). |
The amendments to the Bylaws also include certain technical, modernizing, conforming, and clarifying changes.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit 3.1 | Seventh Amended and Restated Bylaws of The Children’s Place, Inc. | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2023
| THE CHILDREN’S PLACE, INC. | ||
| By: | /s/ Jane Elfers | |
| Name: | Jane Elfers | |
| Title: | President and Chief Executive Officer | |
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