What changed in this filing

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Item 9A. Controls and Procedures

2023-04-13 compared with 2022-04-14 · 23 added, 31 removed, 148 unchanged (27% of the section changed)

42 unchanged sentences

OTHER INFORMATION

As previously announced, Pamela J.

Edwards, Executive Vice President, Chief Financial Officer and Principal Financial Officer of the Company retired effective as of April 1, 2022.

On April 8, 2022, the Company appointed Jason B.

Moschner, the Company’s current Vice President, Finance and Principal Accounting Officer, to serve as the Company’s Principal Financial Officer, effective as of April 8, 2022, until the Board appoints a Chief Financial Officer.

Moschner, age 39, has served as the Vice President, Finance of the Company since January 2020 and Principal Accounting Officer since March 2020.

From March 2020 through January 2021, he also served as Principal Financial Officer of the Company.

Prior to January 2020, he served as Director of Finance of the Company from June 2018 and as Director of Internal Audit and Loss Prevention of the Company from June 2017 to June 2018.

Prior to joining the Company, he served in a variety of finance and accounting roles at TMX Finance LLC from 2010 to 2017, including Director of Financial Reporting and Internal Audit.

Moschner is a Certified Public Accountant and received his degree in Master of Accountancy from the University of Missouri.

There is no arrangement or understanding between Mr.

Moschner and any other person pursuant to which Mr.

Moschner was appointed as an officer of the Company.

There are no transactions in which Mr.

Moschner has an interest requiring disclosure under Item 404(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

The information required by this Item is incorporated herein by reference to the information under the captions entitled “Certain Relationships and Related Party Transactions” and “Board of Directors and Committees of the Board of Directors” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders (or will be filed by amendment to this Report).

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the information under the caption entitled “Ratification of Independent Registered Public Accounting Firm” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders (or will be filed by amendment to this Report).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following information required under this item is filed as part of this report:

5 unchanged sentences

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2018)

Third Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2018)

Certificate of Change of Registered Agent and/or Registered Office (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2022)

Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2022)

Specimen certificate for shares of common stock, $.01 par value (incorporated by reference to Exhibit 4.1 to Amendment No.

13 unchanged sentences

Form of Restricted Stock Award Agreement for Employees under the Citi Trends, Inc.

2021 Incentive Plan

2021 Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2022)

Form of Restricted Stock Award Agreement for Directors under the Citi Trends, Inc.

14 unchanged sentences

1 to the Company’s Quarterly Report on Form 10-Q/A filed with the SEC on March 15, 2019)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and James A.

Dunn dated March 27, 2018 (incorporated by reference to Exhibit 10.7 to Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q/A filed with the SEC on March 15, 2019)

Severance Agreement between the Company and James A.

Dunn dated March 27, 2018 (incorporated by reference to Exhibit 10.8 to Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q/A filed with the SEC on March 15, 2019)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and Lisa Powell dated August 16, 2019 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on May 14, 2020)

12 unchanged sentences

Edwards dated October 26, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2020)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of April 6, 2021, between Citi Trends, Inc.

and Jessica G.

Berkowitz (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 9, 2021)

Severance Agreement, dated as of April 6, 2021, between Citi Trends, Inc.

and Jessica G.

Berkowitz (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 9, 2021)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of June 27, 2022, between Citi Trends, Inc.

and Heather Plutino (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K filed with the SEC on June 16, 2022)

Severance Agreement, dated as of June 27, 2022, between Citi Trends, Inc.

and Heather Plutino (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2022)

Agreement for Purchase and Sale of Real Property, dated as of March 14, 2022, between Citi Trends, Inc.

and an affiliate of Oak Street Real Estate Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 9, 2022)

Lease Agreement, dated April 19, 2022, between Citi Trends, Inc.

and CTDASC001 LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 8, 2022)

Lease Agreement, dated September 6, 2022, between Citi Trends, Inc.

and CTROOK2 LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 8, 2022)

Subsidiary of the Registrant

21 unchanged sentences

(Principal Executive Officer) and Director

/s/ Heather Plutino

Chief Financial Officer

April 13, 2023

Heather Plutino

(Principal Financial Officer)

/s/ Jason Moschner

Vice President, Finance

April 13, 2023

(Principal Financial and Accounting Officer)

Jason Moschner

(Principal Accounting Officer)

Executive Chairman of the Board of Directors

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures