---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-029257"
form_type: "8-K"
ticker: "CTRN"
cik: "0001318484"
company_name: "Citi Trends Inc"
filed_at: "2024-02-29T23:59:59+00:00"
generated_at: "2026-06-05T06:20:11.605084+00:00"
event_type: "leadership"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Citi Trends agrees to board refresh with three new directors from Fund 1 Investments; three incumbents to retire

## Summary
- David Heath, Charles Liu, Michael Kvitko to be nominated at 2024 annual meeting; will serve as non-voting observers until then.
- Incumbent directors Brian Carney, Laurens Goff, Christina Francis to retire after 2024 annual meeting.
- Fund 1 agrees to standstill, voting commitments; exempt from poison pill up to 30% ownership.
- Fund 1 withdrew Section 220 books-and-records demand; expense reimbursement capped at $150,000.
- Board stays at nine directors; new directors to serve on Compensation, Nominating, and Finance Committees.

## SEC filing metadata
- accession: 0001104659-24-029257
- form_type: 8-K
- ticker: CTRN
- cik: 0001318484
- company_name: Citi Trends Inc
- filed_at: 2024-02-29T23:59:59+00:00
- event_type: leadership
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.03, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1318484/000110465924029257/0001104659-24-029257-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1318484/000110465924029257/tm244439d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-029257
- JSON: https://secwatch.observer/filing/0001104659-24-029257.json
- Plain text: https://secwatch.observer/filing/0001104659-24-029257.txt

## Key facts
- Executive change
  Brian Carney retired as Director at Citi Trends Inc.
  - Action: retired
  - Role: Director
  source text: Three incumbent directors of the Board, Brian Carney, Laurens Goff and Christina Francis, have informed the Board that they will retire from the Board, effective as of the conclusion of the 2024 Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318484/000110465924029257/0001104659-24-029257-index.htm
- Executive change
  Christina Francis retired as Director at Citi Trends Inc.
  - Action: retired
  - Role: Director
  source text: Three incumbent directors of the Board, Brian Carney, Laurens Goff and Christina Francis, have informed the Board that they will retire from the Board, effective as of the conclusion of the 2024 Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318484/000110465924029257/0001104659-24-029257-index.htm
- Executive change
  Laurens Goff retired as Director at Citi Trends Inc.
  - Action: retired
  - Role: Director
  source text: Three incumbent directors of the Board, Brian Carney, Laurens Goff and Christina Francis, have informed the Board that they will retire from the Board, effective as of the conclusion of the 2024 Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1318484/000110465924029257/0001104659-24-029257-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.