Citi Trends, Inc. (CTRN) Earnings Call Transcript & Summary

Hello and welcome to Citi Trends 2020 Annual Meeting of Shareholders. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Peter Sachse, Executive Chairman of the Board of Directors for Citi Trends. Mr. Sachse, the floor is yours.

Thank you, Nova, and good morning, everyone. I am Peter Sachse, Executive Chairman of the Board of Citi Trends. I will be presiding over this meeting today. On behalf of our company, I want to welcome you to our virtual 2020 Annual Meeting of Shareholders. Our general order of business will be to determine whether a quorum is present and to act on the matters set forth in the notice of annual meeting and any other motions properly brought before the meeting. Any stockholder who has not checked in online and intends to vote, change or revoke their proxy, please do so now by joining the meeting as a stockholder. Only record holders as of the record date for the meeting or nominee holders who have a valid legal proxy from a record holder or their broker will be able to vote at today's meeting. At this time, I would like to introduce David Makuen, our Chief Executive Officer and a member of the Board. I would also like to introduce the other directors in attendance today: Brian Carney, Jonathan Duskin, Laurens Goff, Margaret Jenkins and Ken Seipel. I would also like to introduce the other executives that are in attendance at today's meeting: we have Ivy Council, our Executive Vice President of Human Resources and our Chief Compliance Officer; we have Lisa Powell, Executive Vice President and Chief Merchandising Officer; Jim Dunn, our Senior Vice President of Stores; Christina Short, Senior Vice President, General Planning Manager; and Charlie Hynes, Senior Vice President of Supply Chain. Also attending this meeting is Cindy Rose of KPMG LLP, our independent registered public accounting firm. She will be available to answer any appropriate questions you may have for her. Jason Moschner, our Vice President, Finance and Corporate Secretary, will serve as secretary; and [ Michael Buckfalm ] has been designated the inspector of election for today's meeting. Once the formal business of this meeting is completed, we will open the floor for remarks by David, to be followed by a general question-and-answer section. [Operator Instructions] The meeting is now formally called to order. During the meeting, only those stockholders of record as of the close of business on May 11, 2020, will be recognized. I have in my possession a list of the names, addresses and number of shares held as of the record date of the stockholders of record entitled to vote at this meeting. I have an affidavit of mailing from AST, certifying as to the giving of notice of this meeting and the sending to stockholders of record as of May 11, 2020, the notice of Internet availability of proxy material, all of which AST commenced distributing to our stockholders on May 18, 2020. I also have a copy of the 2019 annual report, which includes financial statements certified by KPMG. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of the meeting, together with the attachments thereto and the 2019 annual report, will be filed with the minutes of this meeting. This brings us to the first item on the agenda, which is the determination of a quorum. The amended and restated bylaws of Citi Trends provide that a quorum shall constitute the presence, virtually or by proxy, of the holders of at least 1/3 of the shares of our common stock issued and outstanding and entitled to vote at the meeting. The company's Secretary, Jason Moschner, has been in charge of the proxies and determining the stockholders present. Mr. Moschner, can you report on whether a quorum is present?

Mr. Chairman, I have been advised by the inspector of election that the holders of at least 1/3 of the outstanding shares of common stock entitled to vote are present virtually or by proxy at the meeting. Therefore, a quorum is present.

Thank you. Since a quorum is present, this meeting will proceed. It is now 9:06 a.m., and the polls are open. If you intend to vote online during today's virtual meeting, please do so via the website used to access this meeting. Please note, if you previously voted by proxy, whether by mail, telephone or Internet, you should not vote online unless you wish to change your vote. Your submission of an online ballot will revoke all prior proxies. If any stockholder desires to vote online, please follow the voting instructions available on the meeting website during the meeting. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide his preliminary report. There are 3 items of official business to be voted upon by the stockholders at today's meeting as described in the notice of meeting and proxy statement. The first item of business on our agenda is the election of directors. As described in our proxy statement, the Board has nominated 5 individuals to serve as directors for a new 1-year term that will expire at the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The nominees are: Brian Carney, Jonathan Duskin, David Makuen, Peter Sachse and Ken Seipel. Information about these nominees can be found in the proxy statement. The Board has recommended a vote for each of these director nominees. The secretary has informed me that no other nominees have been submitted prior to this meeting in accordance with the terms of our bylaws that have not been withdrawn. Therefore, I declare the nominations closed. The second item of business is the approval by nonbinding advisory vote of the company's compensation of its named executive officers as disclosed in the proxy statement. The Board has recommended a vote for the approval by nonbinding advisory vote of the company's executive compensation. The third and last item on the business -- on our agenda is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 30, 2021. The Board has recommended a vote for the ratification of the appointment of KPMG LLP. Are there any questions at this time pertaining to any of these matters?

Mr. Chairman, I see no questions.

Thank you very much. All agenda items are deemed duly placed before the meeting. If there is any stockholder present who wishes to vote online or to change or revoke a proxy previously submitted, please follow the voting instructions available on the meeting website and vote at this time. [Voting]

Since everyone has had the opportunity to vote, it is now 9:10 a.m., and I declare the polls for this meeting closed. With the formal portion of this meeting having been completed and the polls now closed, I will now ask the inspector of election for the voting results. Michael?