🧾 What This Document Is

This is a definitive proxy statement (DEF 14A). Think of it as a company's official "homework assignment" for its shareholders. Before an annual meeting, the company must send this document to explain the issues up for a vote and provide all the details shareholders need to make informed decisions.

👉 In simple terms: It’s your guide to what’s happening at The Children’s Place and what you’re being asked to vote on as a shareholder.

🏢 What The Children's Place Does

The Children’s Place, Inc. (ticker: PLCE) is a pure-play children’s specialty retailer. In simple terms, they design, contract to manufacture, and sell apparel, accessories, and footwear primarily under their own brands like "The Children’s Place," "Place," and "Baby Place."

👉 They operate through a mix of U.S. and Canadian retail stores, an online store, and have a presence in international markets through partners. They are considered a "controlled company" because a large shareholder, Mithaq Capital SPC, holds a controlling stake.

🗳️ What Shareholders Are Voting On

The annual meeting is scheduled for May 6, 2026, at 8:30 a.m. Eastern Time at 500 Plaza Drive, Secaucus, New Jersey. Shareholders as of the March 9, 2026, record date have the right to vote.

Here are the four main proposals on the ballot:

1. Elect Seven Directors: Vote to elect the entire board for one-year terms. The board recommends voting FOR each nominee. (See pages 7-9 for director bios) 2. Ratify the Auditor: Vote to approve BDO USA, P.C. as the independent accounting firm for 2026. The board recommends voting FOR. (Page 39) 3. Approve More Stock for the Employee Incentive Plan: Vote to add 1,200,000 new shares to the 2011 Equity Incentive Plan. This is used to attract and retain talent by granting stock awards. The board recommends voting FOR. (Page 42) 4. Advisory Vote on Executive Pay (Say-on-Pay): A non-binding vote to approve the compensation of the top executives. The board recommends voting FOR. (Page 54)

🏛️ Corporate Governance & Board Structure

The Children's Place highlights its governance framework. A key point is its status as a "controlled company" under NASDAQ rules due to Mithaq Capital's control. This allows it to rely on exceptions from certain governance rules.

👉 Why it matters: As a controlled company, it does not need a fully independent board or fully independent compensation and governance committees. This structure gives the controlling shareholder more influence.

Board Leadership: The roles of Executive Chairman (held by a Mithaq-nominated director) and CEO are separate. The board believes this gives the controlling shareholder a greater role in oversight.

Key Committees & Their Oversight:

• Audit Committee: Oversees financial and enterprise risks.
• Human Capital & Compensation (HC&C) Committee: Oversees pay and human capital risks.
• Corporate Responsibility, Sustainability & Governance (CRS&G) Committee: Oversees ESG and governance risks.

Governance Policies: The company outlines its standard suite of policies, including a Code of Business Conduct, Anti-Corruption Policy, Insider Trading Policy (which prohibits hedging or pledging company stock), and a Clawback Policy that can recover incentive pay in cases of financial restatements or other adverse events.

👥 Board Nominees & Executive Officers

Seven directors are up for election. The slate includes:

• Muhammad Asif Seemab (Executive Chairman, not independent due to being an executive)
• Jane Elfers (President & CEO)
• Jared Shure (CAO, General Counsel, Corporate Secretary)
• Five other independent directors with backgrounds in retail, finance, and operations.

👉 Why it matters: Shareholders are essentially voting to renew the mandate of the current leadership team and its oversight body.

Named Executive Officers (NEOs) for compensation purposes include: Jane Elfers (CEO), Robert Helm (CFO), and three other senior VPs.

💰 Executive Compensation Deep Dive (Say-on-Pay)

A large portion of this proxy is the Compensation Discussion & Analysis (CD&A). The core philosophy is pay-for-performance.

How Executive Pay is Structured:

• Base Salary: Fixed cash.
• Annual Cash Bonus: Based on short-term financial and operational goals.
• Long-Term Incentives (LTIP): Primarily performance-based stock awards, tying a major part of pay to long-term shareholder value.

CEO Pay Example (2025): Jane Elfers' total compensation was approximately $7.1 million. The majority of this was performance-based equity, not guaranteed cash.

Performance Metrics (for LTIP awards): The plan uses metrics like Revenue, Operating Income, and Free Cash Flow. The board believes these directly measure progress on strategic initiatives and are key drivers in retail.

👉 The HC&C Committee, which designs this pay, is not fully independent due to the controlled company status. However, it uses an independent compensation consultant and believes the structure aligns executive interests with shareholders.

🔮 What's Next & Practical Information

• Voting: You can vote by internet, phone, or mail using the materials sent. Your vote matters even if you can't attend the meeting in person.
• Meeting Details: The 2026 Annual Meeting is on May 6, 2026. The company states the meeting will be conducted in-person.
• Controlled Company Status: This is a defining feature of its current governance. Investors should be aware that this structure may limit the independent oversight typically expected at public companies.

⚖️ Big Picture: Strengths & Risks

👍 Potential Strengths:

• Clear governance policies and established committee oversight.
• A significant portion of executive pay is tied to measurable performance.
• Provisions for shareholder rights like proxy access and the ability to call special meetings.

⚠️ Key Risks & Considerations:

• Controlled Company Structure: This is the most significant factor. The board is not majority-independent, and key committees are not fully independent. This can reduce checks and balances.
• Say-on-Pay Vote: Shareholders will weigh in on whether they believe the complex pay-for-performance structure is appropriate and fair.
• Dependence on Controlling Shareholder: Strategy and governance are heavily influenced by Mithaq Capital.

🧠 The Analogy

Think of The Children's Place's governance like a family-owned business that has gone public. The founding family (Mithaq Capital) still holds a controlling stake and sets the overall direction. They have hired professional managers (the CEO and executives) and set up formal boards and committees, but the family's influence remains dominant in key decisions. As a minority shareholder, you're invited to the annual family meeting to vote on the advisors they've hired and the compensation they've set, but you have limited power to change the family's control.

🧩 Final Takeaway

This proxy is your annual check-up on The Children’s Place. The central theme is its dual identity: a public company with formal governance, yet one where a single controlling shareholder has outsized influence. Your votes approve the leadership (Proposal 1), the accountant (Proposal 2), the talent incentive plan (Proposal 3), and, most symbolically, the pay structure (Proposal 4) of a company whose strategic path is largely set by its controlling owner.

For more information, contact: Jared E. Shure Chief Administrative Officer, General Counsel and Corporate Secretary The Children’s Place, Inc. 500 Plaza Drive, Secaucus, New Jersey 07094