Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “PLCE”. As of February 12, 2024, Mithaq had acquired more than 50% of our outstanding shares of common stock and became a controlling shareholder of the Company. On April 29, 2024, the number of holders of record of our common stock was 37 and the number of beneficial holders of our common stock was approximately 16,500.
In November 2021, our Board of Directors authorized a $250.0 million share repurchase program (the “Share Repurchase Program”). 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. 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. We may suspend or discontinue the program at any time and may thereafter reinstitute purchases, all without prior announcement. Currently, pursuant to the terms of our Credit Agreement, as amended by its seventh amendment dated as of April 16, 2024, described in “Note 9. Debt” of the Consolidated Financial Statements, “Item 8. Financial Statements and Supplementary Data” of this Form 10-K, we are not expecting to repurchase any shares in Fiscal 2024, except as described below, pursuant to our practice as a result of our insider trading policy. As of February 3, 2024, there was $157.2 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. Our payment of the withholding taxes in exchange for the surrendered shares constitutes a repurchase of our common stock. We also acquire shares of our common stock in conjunction with liabilities owed under our deferred compensation plan, which are held in treasury.
The following table summarizes our share repurchases:
Fiscal Years Ended
February 3, 2024 January 28, 2023
Shares Amount Shares Amount
(in thousands)
Share repurchases related to:
Share repurchase program 210 $ 7,131 1,953 $ 92,945
Shares acquired and held in treasury 8 $ 245 6 $ 293
The following table provides a month-to-month summary of our share repurchase activity during the 14 weeks ended February 3, 2024:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs
10/29/23-11/25/23 — $ — — $ 157,333
11/26/23-12/30/23 (1)
6,139 24.24 4,308 157,232
12/31/23-2/3/24 (2)
411 20.88 411 157,223
Total 6,550 $ 24.03 4,719 $ 157,223
____________________________________________
(1) Includes 1,831 shares acquired as treasury stock as directed by participants in the Company’s deferred compensation plan and 4,308 shares withheld to cover taxes in conjunction with the vesting of stock awards.
(2) Includes 411 shares withheld to cover taxes in conjunction with the vesting of stock awards.
32
Table of Contents
Equity Plan Compensation Information
On May 20, 2011, our shareholders approved the 2011 Equity Incentive Plan (the “2011 Equity Plan”). The following table provides information as of February 3, 2024, about the shares of our common stock that may be issued under our equity compensation plans.
COLUMN (A) COLUMN (B) COLUMN (C)
Plan Category Securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Securities remaining available for future issuances under equity compensation plans (excluding securities reflected in Column (A))
Equity Compensation Plans
Approved by Security Holders N/A N/A 470,805
Equity Compensation Plans Not
Approved by Security Holders N/A N/A N/A
Total N/A N/A 470,805
Performance Graph
The following graph compares the cumulative stockholder return on our common stock with the return of companies comprising the NASDAQ US Benchmark TR Index and the NASDAQ US Benchmark Retail TR Index. The graph and the table below assume that $100 was invested on January 31, 2019 in each of our common stock, the NASDAQ US Benchmark TR Index and the NASDAQ US Benchmark Retail TR Index.
33
Table of Contents
FY19 FY20 FY21 FY22 FY23
The Children’s Place---"PLCE" $ 63.46 $ 78.14 $ 74.92 $ 46.36 $ 22.74
NASDAQ US Benchmark TR Index 120.73 145.89 169.72 157.91 193.50
NASDAQ US Benchmark Retail TR Index 116.29 160.89 168.29 143.42 194.21
The table below sets forth the closing price of our common stock and the closing indices for the NASDAQ US Benchmark TR Index and the NASDAQ US Benchmark Retail TR Index on the last day of each of our last five fiscal years.
FY19 FY20 FY21 FY22 FY23
The Children’s Place---"PLCE" $ 59.67 $ 73.47 $ 70.44 $ 43.60 $ 21.39
NASDAQ US Benchmark TR Index 2,819.09 3,406.63 3,963.21 3,687.47 4,518.41
NASDAQ US Benchmark Retail TR Index 3,768.85 5,214.30 5,453.85 4,647.98 6,293.98
34
Table of Contents
ITEM 6. [RESERVED]
35
Table of Contents