UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2021

THE CHILDREN’S PLACE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-23071	31-1241495
(Commission File Number)	(IRS Employer Identification No.)

500 Plaza Drive, Secaucus, New Jersey	07094
(Address of Principal Executive Offices)	(Zip Code)

(201) 558-2400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

PLCE

NASDAQ Global Select Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2021 Annual Meeting of Stockholders, the Company’s stockholders voted on: (i) the election of each of the Company’s nine nominees for Director for a one-year term expiring in 2022; (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 January 29, 2022; (iii) the approval of the Company’s Fourth Amended and Restated 2011 Equity Incentive Plan; and (iv) 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 2021 Annual Meeting of Stockholders.

The results of the voting were as follows:

	For		Against		Abstentions		Broker Non-Votes
Election of Directors
Joseph Alutto		10,926,436		224,270		77,638		901,932
John E. Bachman		10,965,583		185,142		77,619		901,932
Marla Beck		11,023,000		127,789		77,555		901,932
Elizabeth J. Boland		11,088,549		62,241		77,554		901,932
Jane Elfers		11,027,558		123,232		77,554		901,932
Tracey R. Griffin		11,090,841		59,949		77,554		901,932
Joseph Gromek		10,536,402		614,206		77,736		901,932
Norman Matthews		9,816,697		1,334,011		77,636		901,932
Debby Reiner		10,948,185		202,543		77,616		901,932

Ratification of the Appointment Of Independent Registered Public Accounting Firm		12,035,673		17,241		77,362		0

Approval of the Company’s Fourth Amended and Restated 2011 Equity Incentive Plan		10,641,582		505,033		81,729		901,932

Compensation Paid to Named Executive Officers (“Say-on-Pay”)		5,467,578		5,677,357		83,409		901,932

Item 8.01

Other Events.

Following their election to the Board of Directors (the “Board”) of the Company at the 2020 Annual Meeting of Stockholders, the Company appointed the membership and leadership of each of the Company’s Board committees as follows:

Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee

John E. Bachman (Chair)	Joseph Gromek (Chair)	Joseph Alutto (Chair)
Elizabeth J. Boland	Norman Matthews	John E. Bachman
Tracey R. Griffin	Debby Reiner	Marla Beck
		Norman Matthews

* * *

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 14, 2021

	THE CHILDREN’S PLACE, INC.


	By:	/s/ Jane Elfers
	Name:	Jane Elfers
	Title:	President and Chief Executive Officer