Citi Trends (CTRN)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 1, 2006, Gregory P. Flynn notified the Board of Directors of Citi Trends, Inc., a Delaware corporation (the “Company”), that he will resign from his position as a Director and Chairman of the Board of Directors of the Company, effective immediately. In connection with his resignation, Mr. Flynn, a principal of Hampshire Equity Partners, a private equity partnership based in New York (“Hampshire”) which purchased a controlling stake in the Company in 1999, stated: “We have had a strong seven-year relationship with the Company and have obviously been very satisfied with the Company’s success to date. Nevertheless, in keeping with Hampshire’s business model, we are turning our attention towards other investments. We sold a portion of our investment in the Company through the Company’s initial public offering of shares of its common stock in May 2005 and secondary offering of shares of its common stock in January 2006 and are considering potential liquidity options with respect to some or all of our remaining investment.”

On May 1, 2006, the Board of Directors appointed R. Edward Anderson to the position of Chairman of the Board of Directors, effective immediately. Mr. Anderson joined the Company in 2001 as Chief Executive Officer and is credited with growing the Company from 123 stores in 2001 to its current store base of 250 stores. According to Mr. Flynn “Citi Trends has been and will continue to be in very good hands with Ed Anderson at the helm. Ed, with 30 years experience in the retail industry, has done an exceptional job of guiding this company strategically and operationally for the past 5 years. During his tenure, the Company has doubled its store base, tripled its sales volume, significantly strengthened its operational capabilities, went public in 2005 and is very well positioned to take full advantage of its future growth potential.”

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 30, 2005, the Board of Directors of Citi Trends, Inc., a Delaware corporation (the “Company”), appointed Patricia M. Luzier to the Company’s Board of Directors. Ms. Luzier’s appointment fills a vacancy on the Board of Directors. With her appointment, the Company’s Board of Directors consists of five Directors, and brings the number of independent Directors to three. In addition, Ms. Luzier was appointed to serve as chair of the Nominating and Corporate Governance Committee of the Board of Directors and was appointed to the Audit Committee and the Compensation Committee of the Board of Directors.

The Company issued a press release announcing the appointment of Ms. Luzier on December 2, 2005. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.