Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 22 2017 - 1:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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CITI TRENDS, INC.
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(Name of Registrant as Specified in Its Charter)
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MACELLUM ADVISORS GP, LLC
MACELLUM SPV III, LP
MACELLUM CAPITAL MANAGEMENT, LLC
MACELLUM MANAGEMENT, LP
MCM MANAGEMENT, LLC
MCM MANAGERS, LLC
JONATHAN DUSKIN
PAUL METCALF
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Fee paid previously with preliminary materials:
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
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Macellum Advisors GP, LLC,
together with its affiliates (collectively, “Macellum”), has made a definitive filing with the Securities and Exchange
Commission of a proxy statement and accompanying WHITE proxy card to be used to solicit votes for the election of its slate of
highly-qualified director nominees to the Board of Directors of Citi Trends, Inc., a Delaware corporation (the “Company”),
at the Company’s upcoming 2017 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof.
On May 22, 2017, Macellum issued the
following press release:
Macellum Says Citi Trends’ Last Minute
Governance Promises Demonstrate Change is Needed on the Board
Urges Stockholders Not to be Fooled by Desperate
Attempt to Win Votes
NEW YORK, May 22, 2017 /PRNewswire/ -- Macellum SPV III, LP, Macellum
Advisors GP, LLC, and certain of their affiliates (collectively, “Macellum”), a large stockholder of Citi Trends, Inc.
(NASDAQ:CTRN) (the “Company” or “Citi Trends”) that has nominated two highly qualified candidates, Jonathan
Duskin and Paul Metcalf, for election at the Company’s upcoming annual meeting of stockholders, responded to Citi Trends’
recently announced plans to declassify the organization of the Board.
Macellum believes Citi Trends’ announcement that it will seek
to declassify the Board at the 2018 annual meeting of stockholders is a desperate, eleventh-hour attempt to fool its stockholders.
Conspicuously missing from the Company’s announcement was the Board’s commitment to fully declassify the Board immediately
after its approval such that all the directors will stand for re-election in 2018. Who is to say this Board will not “slow-roll”
the declassification over the next three years such that the Board is not really fully declassified until 2020? Stockholders should
be wary of Citi Trends’ omission of the specific timetable for the declassification.
Don't be misled!
For years, Citi Trends has resisted good
corporate governance practices. It was not until Macellum showed up that the Company decided to adopt majority voting. Now it is
promising to declassify the Board without saying how long it will take.
Stockholders deserve better!
Macellum believes this announcement
is clearly intended to pander for your vote and is further evidence that this Board is reactive rather than proactive and is in
dire need of refreshment.
We urge our fellow stockholders to reject this desperate attempt
to win your vote and to elect our two highly qualified nominees to the Board.
VOTE
THE
WHITE
PROXY CARD TODAY TO ELECT
BOTH
OF OUR HIGHLY-QUALIFIED NOMINEES — JONATHAN DUSKIN AND PAUL METCALF
— TO THE BOARD AT THE COMPANY’S UPCOMING ANNUAL MEETING
Investor
Contact:
Jonathan Duskin
Macellum Capital Management, LLC
(212)-956-3008
Jduskin@macellumcap.com
John
Ferguson
Saratoga Proxy Consulting LLC
(212) 257-1311 or (888) 368-0379
Info@saratogaproxy.com
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