Citi Trends adopts limited-duration stockholder rights plan triggered at 16% ownership

Citi Trends Inc

Rights plan expires Dec 4, 2024; triggered if any person/group acquires 16% (20% for passive investors) of common stock.
Board adopted plan after a stockholder quickly accumulated a significant number of shares; no specific takeover bid.
Rights become exercisable after triggering threshold crossed, allowing purchase of preferred shares at $120 per right.
Plan intended to prevent open-market accumulation without control premium; Board will submit to shareholder ratification.
Jefferies serving as financial advisor; Vinson & Elkins as legal advisor to Citi Trends.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Citi Trends Inc: Company adopted a Certificate of Designation for Series A Junior Participating Preferred Stock, filed with the Secretary of State of Delaware on December 6, 2023 (effective 2023-12-06).

Change: charter amendment
Effective: 2023-12-06

Exact text from the filing

the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “ Certificate of Designation ”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on December 6, 2023.

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Citi Trends Inc filing history →

Source: SEC EDGAR

accession 0001104659-23-124684

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