UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 2, 2021

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (912) 236-1561

Former name or former address, if changed since last report: Not applicable

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:

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

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 (§240.12b-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 provided pursuant to Section 13(a) of the Exchange Act.      ¨

Citi Trends, Inc. (the “Company”) held its 2021 annual meeting of stockholders on June 2, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Citi Trends, Inc. 2021 Incentive Plan (the “2021 Incentive Plan”). A total of 200,000 shares of the Company’s common stock are reserved and available for issuance pursuant to awards granted under the 2021 Incentive Plan, plus the number of shares remaining available for grant under the Company’s 2011 Incentive Plan as of June 2, 2021 (not to exceed 585,000).

A summary of the 2021 Incentive Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 16, 2021 (the “2021 Proxy Statement”), and is incorporated herein by reference. The information included herein relating to the 2021 Incentive Plan is qualified in its entirety by reference to the actual terms of the 2021 Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

At the Annual Meeting, the holders of the Company’s common stock entitled to vote at the meeting (1) elected seven director nominees whose terms will expire at the 2022 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the resolution approving the compensation of the Company’s named executive officers as set forth in the proxy statement, (3) approved the Citi Trends, Inc. 2021 Incentive Plan, and (4) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.

The voting results were as follows:

(1) The election of seven directors:

(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement:

(3) A proposal to approve the Citi Trends, Inc. 2021 Incentive Plan:

(4)  Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022:

(d)            Exhibits.

SIGNATURE

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 thereunto duly authorized.