Citi Trends (CTRN) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 10, 2026, will be held virtually, allowing shareholders to vote and participate online with equal rights as an in-person meeting.

• Shareholders as of April 15, 2026, are eligible to vote on director elections, executive compensation, and auditor ratification.

• Board recommends voting FOR all proposals, including the election of eight directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for one-year terms expiring at the 2027 annual meeting.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending January 30, 2027.

• Shareholders may submit proposals for the 2027 meeting by January 1, 2027, and director nominations between February 10 and March 12, 2027.

Board of directors and corporate governance

• Board consists of eight directors, with a super-majority being independent and diverse in background and experience.

• Kenneth D. Seipel serves as both Chairman and CEO, with David Heath as lead independent director.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are fully independent.

• Annual self-evaluations and majority voting standard for uncontested elections.

• Average board tenure is ~3.5 years; retirement age policy set at 75.