The Children’s Place (PLCE) Proxy Filing summary

Executive summary

• The annual meeting will be held on May 7, 2025, with six directors up for election, ratification of the independent auditor, three charter amendments, and a say-on-pay advisory vote on executive compensation.

• Shareholders of record as of April 8, 2025, are eligible to vote on these matters, with voting available by proxy, internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying BDO as auditor, amending the charter to allow shareholder action by written consent, granting shareholders the right to fill board vacancies, making housekeeping charter amendments, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Each proposal requires a majority vote, with specific rules for abstentions and broker non-votes.

Board of directors and corporate governance

• The board consists of six nominees, including an executive chairman, vice chairman, three independent directors, and the president/interim CEO.

• Three standing committees: Audit, Corporate Responsibility/Sustainability & Governance, and Human Capital & Compensation.

• Board and committee independence is reviewed annually; the company is a controlled company under Nasdaq rules and relies on certain exceptions.

• Board leadership is separated between the chairman and CEO, with committee charters and governance guidelines reviewed annually.

• Proxy access allows shareholders meeting certain criteria to nominate directors.