Children's Place 任命重整/资产负债表专家 Elizabeth LaPuma 进入董事会及审计委员会，任期挂钩潜在重组/资本重组交易

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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
S
ecurities
Exchange Act of 1934
Date of report (Date of earliest event reported):
October 2, 2026
THE CHILDREN’S PLACE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23071
31-1241495
(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))
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.
¨
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
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On October 2, 2026, The Children’s Place, Inc.
(the “Company”) appointed Elizabeth A. LaPuma as a member of the Company’s board of directors (the “Board”)
and its Audit Commitee. Ms. LaPuma will hold office until the later of (x) January 31, 2027 and (y) consummation of
a restructuring and/or recapitalization transaction involving the Company (the “Term”), unless she otherwise resigns or is
removed from office. Beyond such Term, the Company and Ms. LaPuma may mutually agree to extend her services as a director until the
annual meeting of stockholders of the Company to be held in 2027. Ms. LaPuma is an independent director and qualifies as an “audit
committee financial expert” under applicable SEC and Nasdaq rules.
Elizabeth A. LaPuma has more than 25 years of experience
across financial advisory, capital markets, strategic transactions and corporate governance. She currently serves as Chair of the Board
and Chair of the Audit Committee of Ionic Digital Inc., and previously served as a director of several other public companies, including
Big Lots, ContextLogic, Ebix, WeWork, and Surgalign Holdings. Earlier in her career, Ms. LaPuma served as Managing Director and Head
of Balance Sheet Advisory at UBS and as Managing Director and Head of Asset Management Services at Alvarez & Marsal. Prior to
those roles, she held positions at BlackRock and Lazard. Ms. LaPuma holds an M.B.A. and B.S. in Finance from the Wharton School of
the University of Pennsylvania and a B.A. in International Relations from the University of Pennsylvania.
Ms. LaPuma’s appointment as a director
of the Company is pursuant to a letter agreement (“Letter Agreement”) entered into between Claritas Advisors LLC and the Company,
effective as of September 22, 2026. Under the Letter Agreement, Ms. LaPuma is entitled to receive $13,500 on the effective date
of the Letter Agreement, and $45,000 on the first business day of each successive calendar month after that during the Term, with a guaranteed
minimum payment of $193,500 unless Ms. LaPuma resigns before the end of the Term or is terminated for cause (i.e., gross negligence,
willful misconduct, or actual fraud or conviction of a felony). Additionally, Ms. LaPuma will receive cash compensation of $5,000
for each day in which she spends more than four (4) hours outside of Board meetings for meetings or activities outside the scope
of routine and customary Board duties, subject to a $50,000 cap per month on such amounts unless otherwise agreed by the Company. Ms. LaPuma
is also entitled to reimbursement of reasonable and documented out-of-pocket business expenses incurred in connection with Ms. LaPuma’s
service as a Company director (subject to a $50,000 cap unless otherwise agreed by the Company), as well as to customary indemnification
arrangements, confidentiality arrangements and D&O insurance coverage. Other than such compensation arrangements, Ms. LaPuma
is not entitled to any other compensation, payments, reimbursements or benefits in connection with her service as a director of the Company.
In the event the Company and Ms. LaPuma mutually agree to extend her services as a director beyond the Term, as of such date, Ms. LaPuma
shall, unless otherwise agreed, receive compensation consistent with the compensation of any other independent director of the Company
and not the compensation referred to in the second and third sentences of this paragraph. In the Letter Agreement, Ms. LaPuma waives
her right to participate in any employee plan or program of the Company.
A copy of the press release announcing the appointment
of Ms. LaPuma as a director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.
2
Item 9.01
Financial Statement and Exhibits
(d)
Exhibits
Exhibit 99.1
Press Release dated
October 8, 2026.
Exhibit 104
Cover Pages Interactive
Data File – the cover page XBRL tags are embedded within the Inline XBRL document
*
*
*
*
3
Forward-Looking Statements
This Current Report on
Form 8-K, including Exhibit 99.1, 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.
4
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: October 8, 2026
THE CHILDREN’S PLACE, INC.
By:
/s/ Kenneth Li
Name:
Kenneth Li
Title:
General Counsel and Corporate Secretary
5

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EX-99.1
2
tm2627267d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
THE CHILDREN’S PLACE ANNOUNCES APPOINTMENT
TO ITS BOARD OF DIRECTORS
Secaucus,
New Jersey – October 8, 2026 – The Children’s Place, Inc. (Nasdaq: PLCE),
one of the only pure-play children’s
specialty
retailers in North America with an omni-channel
presence
,
today announced that Elizabeth A. LaPuma has been appointed to the Company’s Board of Directors and its Audit Committee. Ms. LaPuma
is an independent director and qualifies as an “audit committee financial expert” under applicable SEC and Nasdaq rules.
Turki S. AlRajhi, Executive Chairman of the Board
of Directors of The Children’s Place, said, “We are pleased to welcome Elizabeth to our Board. She is an accomplished financial
professional with deep expertise across a range of industries, including retail. Together with our other directors, she will provide valuable
perspective as we move forward.”
Ms. LaPuma has more than 25 years of experience
across financial advisory, capital markets, strategic transactions, and corporate governance. She currently serves as Chair of the Board
and Chair of the Audit Committee of Ionic Digital Inc., and previously served as a director of several other public companies, including
Big Lots, ContextLogic, Ebix, WeWork, and Surgalign Holdings. Earlier in her career, Ms. LaPuma served as Managing Director and Head of
Balance Sheet Advisory at UBS and as Managing Director and Head of Asset Management Services at Alvarez & Marsal. Prior to those roles,
she held positions at BlackRock and Lazard. Ms. LaPuma holds an M.B.A. and B.S. in Finance from the Wharton School of the University of
Pennsylvania and a B.A. in International Relations from the University of Pennsylvania.
About The Children’s
Place
The Children’s
Place is one of the only pure-play children’s specialty retailers in North America with an omni-channel presence. Its global retail
and wholesale network includes two digital storefronts, 514 stores in North America, wholesale marketplaces and distribution in 13 countries
through ten international franchise and wholesale partners. The Children’s Place designs, contracts to manufacture, and sells fashionable,
high-quality, head-to-toe outfits predominantly at value prices, primarily under its proprietary brands: “The Children’s
Place” and “Gymboree”. For more information, visit:
www.childrensplace.com
and
www.gymboree.com
.
Contact:
Investor Relations
(201) 558-2400 ext. 14500