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Home › Companies › CITI TRENDS INC. › 2023-2024

CITI TRENDS INC. 2023-2024 Proxy Voting Records

At CITI TRENDS INC.'s shareholder meeting held June 20, 2024, in the 2023-2024 proxy season, 87 asset managers reported how they voted in their SEC Form N-PX filings, covering 990 separate fund positions. Their filings are grouped here into 12 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE… — CITI TRENDS INC.'s filing reports the proposal as approved, with 97% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CITI TRENDS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 21, 2024.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and CITI TRENDS INC.’s Form 8-K, filed June 21, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 12Reported items
  • 87Asset managers
  • 990Fund votes
  • June 20, 2024Meeting date

Results at a glance

Meeting of June 20, 2024: 11 items on CITI TRENDS INC.’s Form 8-K, filed June 21, 2024: 3 approved · 8 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CITI TRENDS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CITI TRENDS INC.

These tallies are CITI TRENDS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 21, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CITI TRENDS INC. — official shareholder meeting results, meeting held June 20, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Jonathan Duskin 6,205,767504,225161 --656,351 92%Not verified—
Elect Director: Margaret L. Jenkins 6,125,214584,558381 --656,351 91%Not verified—
Elect Director: Cara R. Sabin 6,350,004359,768381 --656,351 95%Not verified—
Elect Director: Peter R. Sachse 6,434,015275,757381 --656,351 96%Not verified—
Elect Director: Kenneth D. Seipel 6,423,019286,753381 --656,351 96%Not verified—
Elect Director: David A. Heath 6,697,2468,2234,684 --656,351 99.8%Not verified—
Elect Director: Chaoyang (Charles) Liu 6,700,5144,9054,734 --656,351 99.9%Not verified—
Elect Director: Michael S. Kvitko 6,696,2419,2284,684 --656,351 99.8%Not verified—
2. 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 6,526,017183,624512 --656,351 97%Approved—
3. Proposal to amend the 2021 Incentive Plan to increase the number of shares authorized for grant by 450,000 shares 6,575,941133,805407 --656,351 98%Approved—
4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025 7,341,97022,2522,282 --0 99.6%Approved—

Source: CITI TRENDS INC., Form 8-K, filed with the SEC on June 21, 2024 — read the filing on EDGAR.

How asset managers voted at the CITI TRENDS INC. 2023-2024 meeting

Each item below shows how the 87 asset managers that disclosed a CITI TRENDS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CITI TRENDS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Jonathan Duskin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 6,205,767AGAINST: 504,225
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Jonathan Duskin

CITI TRENDS INC.’s own tally for this item (“Elect Director: Jonathan Duskin”): 6,205,767 for, 504,225 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,693,757 for, 226,659 against.

FOR
FOR: 1,693,757AGAINST: 226,659
Largest asset managers voting on “Election of Directors: Jonathan Duskin” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional0214,890 00Against
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National04,511 00Against
Fidelity4,2760 00For
Lincoln Financial03,623 00Against
Prudential/PGIM01,884 00Against
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

2. Elect Director: David A. Heath

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 6,697,246AGAINST: 8,223
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: David Heath

CITI TRENDS INC.’s own tally for this item (“Elect Director: David A. Heath”): 6,697,246 for, 8,223 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,920,416 for.

FOR
FOR: 1,920,416
Largest asset managers voting on “Election of Directors: David Heath” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

3. Elect Director: Margaret L. Jenkins

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 6,125,214AGAINST: 584,558
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Margaret L. Jenkins

CITI TRENDS INC.’s own tally for this item (“Elect Director: Margaret L. Jenkins”): 6,125,214 for, 584,558 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,421,727 for, 498,689 against.

FORAGAINST
FOR: 1,421,727AGAINST: 498,689
Largest asset managers voting on “Election of Directors: Margaret L. Jenkins” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional0214,890 00Against
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle0194,670 00Against
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC057,600 00Against
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust021,644 00Against
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National04,511 00Against
Fidelity4,2760 00For
Lincoln Financial03,623 00Against
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

4. Elect Director: Michael S. Kvitko

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 6,696,241AGAINST: 9,228
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Michael Kvitko

CITI TRENDS INC.’s own tally for this item (“Elect Director: Michael S. Kvitko”): 6,696,241 for, 9,228 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,920,416 for.

FOR
FOR: 1,920,416
Largest asset managers voting on “Election of Directors: Michael Kvitko” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

5. Elect Director: Chaoyang (Charles) Liu

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 6,700,514AGAINST: 4,905
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Charles Liu

CITI TRENDS INC.’s own tally for this item (“Elect Director: Chaoyang (Charles) Liu”): 6,700,514 for, 4,905 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,920,416 for.

FOR
FOR: 1,920,416
Largest asset managers voting on “Election of Directors: Charles Liu” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

6. Elect Director: Cara R. Sabin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 6,350,004AGAINST: 359,768
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Cara Sabin

CITI TRENDS INC.’s own tally for this item (“Elect Director: Cara R. Sabin”): 6,350,004 for, 359,768 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,616,397 for, 304,019 against.

FORAGAINST
FOR: 1,616,397AGAINST: 304,019
Largest asset managers voting on “Election of Directors: Cara Sabin” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional0214,890 00Against
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC057,600 00Against
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust021,644 00Against
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National04,511 00Against
Fidelity4,2760 00For
Lincoln Financial03,623 00Against
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

7. Elect Director: Peter R. Sachse

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 6,434,015AGAINST: 275,757
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Peter R. Sachse

CITI TRENDS INC.’s own tally for this item (“Elect Director: Peter R. Sachse”): 6,434,015 for, 275,757 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,689,217 for, 231,199 against.

FOR
FOR: 1,689,217AGAINST: 231,199
Largest asset managers voting on “Election of Directors: Peter R. Sachse” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional0214,890 00Against
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST06,400 00Against
Northern Trust5,9700 00For
Jackson National04,511 00Against
Fidelity4,2760 00For
Lincoln Financial03,623 00Against
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

8. Elect Director: Kenneth D. Seipel

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 6,423,019AGAINST: 286,753
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Election of Directors: Kenneth D. Seipel

CITI TRENDS INC.’s own tally for this item (“Elect Director: Kenneth D. Seipel”): 6,423,019 for, 286,753 against, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,673,997 for, 246,419 against.

FOR
FOR: 1,673,997AGAINST: 246,419
Largest asset managers voting on “Election of Directors: Kenneth D. Seipel” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional0214,890 00Against
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust021,644 00Against
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National04,511 00Against
Fidelity4,2760 00For
Lincoln Financial03,623 00Against
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

9. ELECTION OF DIRECTOR: DAVID N. MAKUEN

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

ABSTAIN
Details: votes by 10 asset managers

The 10 asset managers below reported 23,662 for, 217,158 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 23,662ABSTAIN: 217,158
Largest asset managers voting on “ELECTION OF DIRECTOR: DAVID N. MAKUEN” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Charles Schwab00 205,1880Abstain
EA Series Trust21,6440 00For
RBC FUNDS TRUST00 6,4000Abstain
Jackson National00 4,5110Abstain
Prudential/PGIM1,8840 00For
Allianz00 5660Abstain
John Hancock00 4720Abstain
NORTHERN LIGHTS FUND TRUST II1100 00For
Advisors' Inner Circle Fund III240 00For
TRUST FOR PROFESSIONAL MANAGERS00 210Abstain

10. Proposal to amend the 2021 Incentive Plan to increase the number of shares authorized for grant by 450,000 shares

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 6,575,941AGAINST: 133,805
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: VOTE TO APPROVE AN AMENDMENT TO THE 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT.

CITI TRENDS INC.’s own tally for this item (“3. A proposal to amend the 2021 Incentive Plan to increase the number of shares authorized for grant by 450,000 shares”): 6,575,941 for, 133,805 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(3) approved the Amendment”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,729,042 for, 92,455 against.

FOR
FOR: 1,729,042AGAINST: 92,455
Largest asset managers voting on “VOTE TO APPROVE AN AMENDMENT TO THE 2021 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT.” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
American Century086,034 00Against
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST06,400 00Against
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
ALGERT GLOBAL LLC1,0810 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

11. Proposal to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 6,526,017AGAINST: 183,624
Details: description as filed, official tally, votes by 87 asset managers

Description as filed by funds: AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS SET FORTH IN THE PROXY STATEMENT.

CITI TRENDS INC.’s own tally for this item (“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”): 6,526,017 for, 183,624 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(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”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 35 asset managers voting on “AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS SET F” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century086,034 00Against
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC057,600 00Against
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust21,6440 00For
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Fund voting reports, all 35 managers: 1,776,761 for, 143,655 against. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 64 asset managers voting on “AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS SET F” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fund 1 Investments, LLC1,797,8720 00For
AllianceBernstein715,8810 00For
PARADIGM CAPITAL MANAGEMENT INC/NY538,1000 00For
Charles Schwab205,1880 00For
JENNISON ASSOCIATES LLC232,3990 00For
BlackRock149,632241 00For
J. Goldman & Co LP109,9990 00For
DE Shaw100,8760 00For
American Century086,055 00Against
Two Sigma81,7570 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC059,000 00Against
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP43,6987,747 00Mixed
FRANKLIN MUTUAL ADVISERS LLC50,1970 00For
ANCHOR CAPITAL ADVISORS LLC46,2010 00For
Dimensional44,6190 00For
Newton Investment Management North America, LLC37,6450 00For
AMERIPRISE FINANCIAL INC27,5100 00For
Point7222,0960 00For
Northern Trust20,8710 00For
State Street8,8330 00For
BALYASNY ASSET MANAGEMENT L.P.8,3240 00For
GEODE CAPITAL MANAGEMENT, LLC5,2050 00For
MARSHALL WACE, LLP04,423 00Against
Janney Montgomery Scott LLC3,9740 00For
OMERS ADMINISTRATION Corp3,7000 00For

Institutional-manager reports, all 64 managers: 4,277,401 for, 158,106 against, 30 abstained, 42,535 not voted. Showing the 25 largest; every one is in the interactive database (link above).

12. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.6% Approved · of votes cast

FOR 99.6%
FOR: 7,341,970AGAINST: 22,252
Details: description as filed, official tally, votes by 35 asset managers

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025.

CITI TRENDS INC.’s own tally for this item (“4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025”): 7,341,970 for, 22,252 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(4) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 35 asset managers below reported 1,898,772 for, 21,644 against.

FOR
FOR: 1,898,772AGAINST: 21,644
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm ” at CITI TRENDS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard418,8200 00For
Dimensional214,8900 00For
Charles Schwab205,1880 00For
AllianceBernstein204,8100 00For
Columbia Threadneedle194,6700 00For
Royce186,1100 00For
PARADIGM FUNDS100,0000 00For
American Century86,0340 00For
Pacific Life60,5590 00For
BRIDGEWAY FUNDS INC57,6000 00For
FRANKLIN VALUE INVESTORS TRUST50,1970 00For
BNY Mellon37,6450 00For
MassMutual24,6230 00For
BlackRock22,5080 00For
EA Series Trust021,644 00Against
RBC FUNDS TRUST6,4000 00For
Northern Trust5,9700 00For
Jackson National4,5110 00For
Fidelity4,2760 00For
Lincoln Financial3,6230 00For
Prudential/PGIM1,8840 00For
Equitable1,4420 00For
MASTER INVESTMENT PORTFOLIO1,3760 00For
Victory Capital1,0740 00For
AIG/SunAmerica9250 00For

Showing the 25 largest of 35 asset managers. All 35 are in the interactive database (link above).

Largest CITI TRENDS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 8,595,297 shares outstanding at the time of that meeting.

Fund voting reports: top CITI TRENDS INC. shareholders by shares voted on “AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 4.87%
2Dimensional 2.50%
3Charles Schwab 2.39%
4AllianceBernstein 2.38%
5Columbia Threadneedle 2.26%
6Royce 2.17%
7PARADIGM FUNDS 1.16%
8American Century 1.00%
9Pacific Life 0.70%
10BRIDGEWAY FUNDS INC 0.67%
Institutional-manager reports: top CITI TRENDS INC. shareholders by shares voted on “AN ADVISORY VOTE TO APPROVE, ON A NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE…”, 2023-2024
#Asset manager % of shares outstanding
1Fund 1 Investments, LLC 20.92%
2AllianceBernstein 8.33%
3PARADIGM CAPITAL MANAGEMENT INC/NY 6.26%
4Charles Schwab 2.88%
5JENNISON ASSOCIATES LLC 2.70%
6BlackRock 1.74%
7J. Goldman & Co LP 1.28%
8DE Shaw 1.17%
9American Century 1.00%
10Two Sigma 0.95%

Reported CITI TRENDS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CITI TRENDS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Fund 1 Investments, LLC 29.94% 13D
Dimensional Fund Advisors 6.65% 13F
LONG FOCUS CAPITAL MANAGEMENT, LLC 6.47% 13G
Shay Capital LLC 5.14% 13G
BlackRock 5.00% 13F
Vanguard Group 4.35% 13F
Charles Schwab 2.36% 13F
Millennium Management 1.43% 13F
D.E. Shaw 1.27% 13F
Geode Capital 1.12% 13F

Percentages above are of 8,595,297 shares outstanding, as reported by CITI TRENDS INC. on its Form 10-Q dated May 25, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CITI TRENDS INC.’s 10-Q dated May 25, 2024. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

CITI TRENDS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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proxyvotesnow.com, “CITI TRENDS (CTRN) 2024 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/citi-trends-inc/2024 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.