Form 8-K

8-K — Childrens Place, Inc.

Accession: 0001104659-26-056300

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001041859

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2613746d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2613746d1_ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of report (Date of earliest event reported):

May 6, 2026

THE CHILDREN’S PLACE, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-23071

31-1241495

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

500 Plaza Drive, Secaucus, New Jersey

07094

(Address of Principal Executive Offices)

(Zip Code)

(201) 558-2400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.10 par value

PLCE

Nasdaq Global Select Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12-b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

General Counsel and Corporate Secretary Transition

(b) On May 6, 2026, Jared Shure provided notice to The Children’s Place, Inc.

(the “Company”) that he will be leaving his positions as Chief Administrative Officer,

General Counsel and Corporate Secretary, effective June 1, 2026. Prior to June 1, 2026, Mr. Shure will continue in his

roles to ensure continuity and an orderly transition. The decision to part ways was not the result of any disagreement between Mr. Shure

and the Company concerning the Company’s operations, policies or practices. Kenneth Li, currently the Company’s Vice President

and Assistant General Counsel, will succeed Mr. Shure’s duties as General Counsel and Corporate Secretary at the time Mr. Shure’s

resignation becomes effective.

2026 Annual Meeting of Stockholders

(e) At the 2026 Annual Meeting of Stockholders (the “2026

Annual Meeting of Stockholders”) of the Company held on May 6, 2026, the Company’s stockholders voted to approve an increase

of 1,200,000 shares of common stock, par value $0.10 per share (the “Common Stock”) available for issuance under the Company’s

2011 Equity Incentive Plan. Such proposal is set forth on pages 42 through 53 of the Company’s proxy statement for the 2026

Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (“SEC”) on April 10, 2026. The

foregoing description is not complete and is qualified in its entirely by reference to the full text of the Company’s First Amendment

to the Fourth Amended and Restated 2011 Equity Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders, the

Company’s stockholders voted on: (i) the election of each of the Company’s seven nominees for Director for a one-year

term expiring in 2027; (ii) the ratification of the appointment of BDO USA, P.C., as the Company’s independent registered public

accounting firm for the Company’s fiscal year ending January 30, 2027; (iii) the approval of an increase of 1,200,000

shares of Common Stock available for issuance under the Company’s 2011 Equity Incentive Plan; and (iv) the approval, on an

advisory, non-binding basis, of the compensation of the Company’s named executive officers as described in the Company’s proxy

statement for the 2026 Annual Meeting of Stockholders.

The results of the voting were as follows:

For

Against

Abstentions

Broker

Non-Votes

Election of Directors

Turki Saleh A. AlRajhi

15,584,436

210,885

76,707

2,243,497

Hussan Arshad

15,633,407

205,658

32,963

2,243,497

Douglas Edwards

15,381,356

429,671

61,001

2,243,497

Kim Roy

15,578,492

232,065

61,471

2,243,497

Muhammad Asif Seemab

15,497,473

342,743

31,812

2,243,497

Rhys Summerton

15,442,026

369,006

60,996

2,243,497

Muhammad Umair

15,585,408

253,181

33,439

2,243,497

Ratification of the Appointment of Independent Registered Public Accounting Firm

17,612,248

419,758

83,519

Approval of an increase of 1,200,000 shares of Common Stock available under the Company’s 2011 Equity Incentive Plan

15,270,578

591,720

9,730

2,243,497

Compensation Paid to Named Executive Officers (“Say-on-Pay”)

15,243,731

613,666

14,631

2,243,497

Item 8.01 Other Events.

Following their election to

the Board of Directors (the “Board”) of the Company at the 2026 Annual Meeting of Stockholders, the Company appointed the

membership and leadership of each of the Company’s Board committees as follows:

Audit

Committee

Corporate Responsibility,

Sustainability &

Governance Committee

Human

Capital &

Compensation Committee

Hussan Arshad (Chair)

Douglas Edwards (Chair)

Muhammad Asif Seemab (Chair)

Douglas Edwards

Hussan Arshad

Rhys Summerton

Muhammad Asif Seemab

Rhys Summerton

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1(*)

First Amendment to The Children’s Place, Inc. Fourth Amended and Restated 2011 Equity Incentive Plan filed as amended on May 6,

2026.

Exhibit 104

Cover Pages Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

(*) Compensation Arrangement

* * * *

Forward-Looking Statements

This Current Report on

Form 8-K contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995, including but not limited to statements relating to the Company’s strategic initiatives and results

of operations. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,”

“plan,” “project,” “expect,” “anticipate,” “estimate,” “believe”

and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon

the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results

and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities

and Exchange Commission, including in the “Part I, Item 1A. Risk Factors” section of its annual report on Form 10-K

for the fiscal year ended January 31, 2026. Included among the risks and uncertainties that could cause actual results and performance

to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance

the Company’s current level of operations and repayment of indebtedness, the risk that changes in trade policy and tariff regimes,

including newly imposed U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s international manufacturing and

operations or customers’ discretionary spending habits, the risk that the Company will be unsuccessful in gauging fashion trends

and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence

on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that changes in

the Company’s plans and strategies with respect to pricing, capital allocation, capital structure, investor communications and/or

operations may have a negative effect on the Company’s business, the risk that the Company’s strategic initiatives to increase

sales and margin, improve operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s

culture are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the

Company’s global supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries,

more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices,

including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond

current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types

of litigation, including class action litigation brought under securities, consumer protection, employment, and privacy and information

security laws and regulations, risks related to the existence of a controlling stockholder, and the uncertainty of weather patterns, as

well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue

reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to

release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date

hereof or to reflect the occurrence of unanticipated events.

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2026

THE CHILDREN’S PLACE, INC.

By:

/s/ Jared Shure

Name:

Jared Shure

Title:

Chief Administrative Officer, General Counsel and Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613746d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT

THE CHILDREN’S

PLACE, INC.

FOURTH AMENDED AND

RESTATED

2011 EQUITY INCENTIVE

PLAN

This

First Amendment (this “Amendment”) of The Children’s Place, Inc. Fourth Amended and Restated 2011 Equity

Incentive Plan (the “Plan”) is effective as of May 6, 2026. All terms used but not defined herein shall have the

meaning set forth in the Plan.

RECITALS

WHEREAS,

the Board of Directors (the “Board”) of The Children’s Place, Inc. (the “Company”)

has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate

number of shares of Common Stock reserved for issuance under the Plan by 1,200,000 shares, and the Amendment was submitted to the holders

of the outstanding stock of the Company (the “Stockholders”) and such Stockholders have approved the adoption of this

Amendment.

AGREEMENT

NOW,

THEREFORE, the Plan is hereby amended as follows:

1. Section 5(b) of

the Plan is hereby amended and restated in its entirety as follows:

(b) Awards

granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan and subsection (e) below,

no more than 4,515,000 shares of Common Stock may be delivered in the aggregate pursuant to Awards granted under the Plan; (ii) subject

to Section 12 of the Plan, no more than 750,000 shares of Common Stock may be subject to grants of Options or SARs under the Plan

to any single Participant during any calendar year; (iii) subject to Section 12 of the Plan, no more than 2,000,000 shares of

Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) the maximum amount

that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single year

in the event a Performance Period extends beyond a single year) pursuant to a Performance Award denominated in cash described in Section 11(a) of

the Plan shall be $10,000,000.

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