UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: In March 2018, our Board of Directors authorized a $250.0 million share repurchase program (the “2018 Share Repurchase Program”).
−Removed: In November 2021, our Board of Directors approved another $250.0 million share repurchase program (the “2021 Share Repurchase Program”), which added to the then remaining availability under the 2018 Share Repurchase Program.
−Removed: Under these programs, we may repurchase shares on the open market at current market prices at the time of purchase or in privately negotiated transactions.
−Removed: The timing and actual number of shares repurchased under a program will depend on a variety of factors, including price, corporate and regulatory requirements, and other market and business conditions.
−Removed: We may suspend or discontinue the programs at any time and may thereafter reinstitute purchases, all without prior announcement.
+Added: In November 2021, our Board of Directors authorized a $250.0 million share repurchase program (the “Share Repurchase Program”).
+Added: Under this program, we may repurchase shares on the open market at current market prices at the time of purchase or in privately negotiated transactions.
+Added: The timing and actual number of shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, and other market and business conditions.
+Added: We may suspend or discontinue the program at any time and may thereafter reinstitute purchases, all without prior announcement.
+Added: As of April 29, 2023, there was $158.3 million remaining availability under the Share Repurchase Program.
Pursuant to our practice, including due to restrictions imposed by our insider trading policy during black-out periods, we withhold and repurchase shares of vesting stock awards and make payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients.
1 unchanged sentence
We also acquire shares of our common stock in conjunction with liabilities owed under our deferred compensation plan, which are held in treasury.
−Removed: The following table provides a month-by-month summary of our share repurchase activity during the Third Quarter 2022:
+Added: The following table provides a month-by-month summary of our share repurchase activity during the First Quarter 2023:
Period Total Number of
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−Removed: (1) Includes 1,599 shares acquired as treasury stock as directed by participants in the deferred compensation plan and 3,104 shares withheld to cover taxes in conjunction with the vesting of stock awards.
+Added: (1) Includes 1,550 shares acquired as treasury stock as directed by participants in the deferred compensation plan.
(2) Includes 149,647 shares withheld to cover taxes in conjunction with the vesting of stock awards.
1 unchanged sentence
The following exhibits are filed with this Quarterly Report on Form 10-Q:
−Removed: Agreement and General Release dated September 6, 2022 between The Children’s Place Services Company, LLC and Robert Helm.
−Removed: Letter Agreement dated October 16, 2022 between The Children’s Place Services Company, LLC and Sheamus Toal.
+Added: Joinder and Fifth Amendment to the Amended and Restated Credit Agreement and Other Loan Documents, dated as of June 5, 2023, among the Company, the Borrowers identified on Schedule I thereto, the Guarantors identified on Schedule II thereto, the Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, L/C Issuer, Swing Line Lender and Term Agent.
Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
−Removed: Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
+Added: Certificate of Principal Financial Officer and Principal Accounting Offic er pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101.INS* XBRL Instance Document.
−Removed: 101.SCH* XBRL Taxonomy Extension Schema.
−Removed: 101.CAL* XBRL Taxonomy Extension Calculation Linkbase.
−Removed: 101.DEF* XBRL Taxonomy Extension Definition Linkbase.
−Removed: 101.LAB* XBRL Taxonomy Extension Label Linkbase.
−Removed: 101.PRE* XBRL Taxonomy Extension Presentation Linkbase.
+Added: 101.INS* Inline XBRL Instance Document.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase.
+Added: 104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
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3 unchanged sentences
THE CHILDREN’S PLACE, INC.
−Removed: November 30, 2022 By:
+Added: June 7, 2023 By:
Chief Executive Officer and President
(Principal Executive Officer)
−Removed: November 30, 2022 By:
+Added: June 7, 2023 By:
/S/ Sheamus Toal
Chief Financial Officer
−Removed: (Principal Financial Officer and Principal Accounting Officer)
+Added: (Principal Financial Officer and Principal Accounting
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.