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•	Registration opens at 8:30 a.m. Central Time.

•	Meeting starts at 9:00 a.m. Central Time.

•	If you plan to attend the meeting, photo identification may be requested in order to be admitted to the meeting.

•	You do not need to attend the meeting to vote if you submitted your proxy in advance of the meeting.

•	Attendees will be expected to follow the Rules of Conduct for the meeting.

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•	reviewing the scope, results, timing and costs of the audit with our independent accountants and reviewing the results of the annual audit examination and any accompanying management letters;

•	assessing the independence of the independent public accountants on an annual basis, including receipt and review of a written report from them regarding their independence consistent with the requirements of the Public Company Accounting Oversight Board;

•	reviewing and approving the services provided by the independent public accountants;

•	overseeing the internal audit function; and

•	reviewing our significant accounting policies, financial results and earnings releases, and the adequacy of our internal controls and procedures.

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•	reviewing the performance of our CEO;

•	recommending or determining, respectively, the compensation and benefits for our CEO and other executive officers;

•	establishing our executive compensation policies and practices;

•	overseeing and evaluating the risks associated with our executive compensation policies and practices;

•	administering our incentive compensation and stock plans, other than the equity plan applicable to our non-employee directors (which is administered by the Governance & Nominating Committee);

•	approving the adoption of material changes to or the termination of our benefit plans; and

•	meeting periodically with the CEO to discuss succession planning and management development.

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•	identifying and recommending candidates for service on the Board;

•	staying abreast of corporate governance developments;

•	annually reviewing the charters of each Board committee;

•	reviewing and revising our Corporate Governance Guidelines and Code of Conduct;

•	leading the Board in its periodic review of the performance of the Board and the Board’s committees;

•	periodically reviewing and making recommendations to the Board as to the size and composition of the Board and the criteria for selecting director nominees;

•	periodically reviewing and making recommendations to the Board regarding the role and responsibilities of the Board Chair; and

•	periodically reviewing and making recommendations to the Board as to the cash and equity compensation of non-employee directors.

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(1)	The amounts in this column consist of cash fees paid to the non-employee directors as described in “Compensation Program for Non-Employee Directors” above.

(2)

The amounts in this column represent the grant date fair values of the restricted stock or restricted stock unit awards made in Fiscal 2018, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Share-Based Payment” (“ASC 718”), and based on the closing share price of one share of our Common Stock on the NYSE on the date of grant. Additional information related to the calculation of the grant date fair values is set forth in Note 6 of the Notes to the Consolidated Financial Statements included in our Report on Form 10-K for the period ended February 2, 2019 (the “10-K Report”).

(3)	Effective on June 13, 2018, following her or his election as a director at the Company’s 2018 Annual Meeting of Stockholders, each non-employee director was awarded 50,000 shares of restricted stock (or in the case of Mr. Sharpe 50,000 restricted stock units) with a grant date fair value of $41,500, computed in accordance with ASC 718.

(4)	Given his continued service as a Board member, following the conclusion of his consulting services on October 17, 2018, the Board approved paying Mr. Waller a pro-rated annual cash retainer beginning when his consulting services concluded. Mr. Waller's compensation as an employee and as a consultant is discussed below under "Executive Compensation".

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•	Pay for Performance. A meaningful portion of each NEO’s total potential compensation consists of “at-risk” pay that is realized only upon the achievement of pre-established performance criteria or an increase in the value of our common stock. It is designed to reward both short and long-term financial and operating performance, as well as an individual’s performance.

•	Competitive Compensation Opportunity. In order to attract, retain, motivate and reward talented executives, our compensation program is designed to provide a total compensation opportunity that is reasonably competitive based on market data for the comparable position and factoring in the Company's recent financial performance and future financial objectives.

•	Alignment with Stockholders Interests. By providing our executive officers with cash and equity incentives based on improved financial performance and which constitutes a meaningful part of their total compensation opportunity, we believe that our executive officers’ interests are closely aligned with the interests of our stockholders.

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•	base salary;

•	annual cash incentive opportunity; and

•	performance and time-based equity awards that vest over two or three years.

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(*)	Joel Waller was not a participant in the Plan.

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•	align executive interests with stockholder interests by conditioning a meaningful portion of the executive’s target compensation on the performance of the Company's stock price, thereby ensuring that realized compensation reflects positive changes in stockholder value over time;

•	reward our executives for stock price appreciation over the long-term, rather than focusing solely on short-term financial success, thereby mitigating incentives for management to pursue short-term objectives; and

•	attract, motivate, reward and retain key executives in a competitive market for talent.

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•	the CEO to hold shares of our Common Stock equal in value to at least one times her or his annual salary;

•	each Executive Vice President to hold shares of our Common Stock equal in value to at least .75 times her or his annual salary;

•	each Senior Vice President to hold shares of our Common Stock equal in value to at least .5 times her or his annual salary; and

•	each Vice President to hold shares of our Common Stock equal in value to at least .25 times her or his annual salary.

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•	Term. The Agreement has a three-year term, commencing on the Start Date, with automatic one-year extensions thereafter, unless either party exercises a right to terminate the Agreement.

•	Base Salary. Ms. Jones' initial annual base salary is $700,000. Her salary will be reviewed annually and any adjustments approved by the Board.

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Annual Bonus Opportunity. Ms. Jones is eligible for an annual bonus under the Company's Annual Incentive Program, beginning with the fiscal year ending February 2, 2019 (“Fiscal 2018”). The target annual potential bonus opportunity will be equal to 100% of her then-current base salary with the Fiscal 2018 bonus potential based on the amount of salary paid to her in Fiscal 2018. In connection with her participation in the Fiscal 2018 Annual Incentive Program, Ms. Jones received a performance-based non-qualified stock option at an exercise price of $1.03 for 50,970 shares at Target performance, as discussed on pages 15-16.

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Long-Term Equity Incentive Program (“LTIP”) Opportunity. Ms. Jones is eligible to participate in the Company's LTIP beginning in Fiscal 2018. For Fiscal 2018, Ms. Jones' LTIP equity award consisted of a non-qualified stock option for 548,544 shares at an exercise price of $1.03 which was based on the closing price of the Company's stock on the NSYE on the date of grant. The option vests one-third each on the first three anniversaries of the date of grant.

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Benefits and Perquisites. Ms. Jones is eligible to participate in all existing benefit plans generally available to the Company's senior executives. Ms. Jones agreed to relocate her primary residence to the Minneapolis, Minnesota area within six months of her Start Date (the “Relocation”) and has done so. In connection with the Relocation, Ms. Jones was eligible for up to $150,000 of Relocation costs in the aggregate, plus any eligible tax gross up adjustments in connection with her Relocation costs and she was paid $88,642 in Relocation Costs, inclusive of the tax gross up. There is a repayment obligation by Ms. Jones if she voluntarily resigns her employment with the Company without “Good Reason” (as defined in the Agreement) or is terminated for “Cause” (as defined in the Agreement) during the first 24 months of employment; that repayment obligation is 100% of the gross amount for a termination in the first year of employment and 50% of the gross amount for a termination in the second year of employment.

•	Inducement Awards and Bonuses. To induce Ms. Jones to join the Company, as well as in lieu of potentially foregone compensation, the Company granted to Ms. Jones certain inducement and bonus awards, summarized below:

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Employment Termination Absent a Change in Control. In the event that Ms. Jones' employment with the Company is terminated without Cause or she voluntarily resigns for Good Reason, in each case, in the absence of a Change in Control of the Company, Ms. Jones will be entitled to receive a severance payment equal to: (i) one times her annual base salary, (ii) payment of any annual incentive bonus otherwise payable (but for the cessation of Ms. Jones' employment) with respect to a performance period that ended prior to the last day of Ms. Jones' employment, and (iii) payment of a pro-rata annual incentive bonus for the performance period in which the termination occurs, determined and paid in the same manner and at the same time as Ms. Jones' annual incentive bonus would otherwise have been determined and paid for the applicable performance period, but for the cessation of Ms. Jones' employment. Ms. Jones will also be entitled to receive payments equivalent to her cost of COBRA insurance premiums for a period not to exceed 18 months after her employment termination, if she is eligible for and timely elects COBRA.

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Employment Termination in Connection with a Change in Control. In the event of Ms. Jones' termination by the Company without Cause or her voluntary resignation for Good Reason six months prior to or within 12 months after a Change in Control of the Company, Ms. Jones shall be entitled to receive cash severance in an amount equal to two times the sum of her annual base salary and one-times her then on-target bonus and, if applicable, payment of any annual incentive bonus otherwise payable (but for the cessation of Ms. Jones' employment) with respect to a performance period ended prior to her termination of employment. She will also be entitled to receive payments equivalent to her cost of COBRA insurance premiums for a period not to exceed 18 months after her employment termination, if she is eligible for and timely elects COBRA.

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Severance Commitment and Offset of Severance. The Company has agreed to continue the severance commitment to Ms. Jones, described above, after the termination of the Agreement, for so long as Ms. Jones remains employed by the Company. The severance payment is conditioned upon Ms. Jones entering into and not rescinding, a release of claims and compliance with certain restrictive covenants for the benefit of the Company. In the event of a termination of Ms. Jones' employment, not in connection with a Change in Control, the cash severance obligations due under the Agreement shall be reduced by any cash compensation received by Ms. Jones from other employment during the period of time severance is being paid.

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Restrictive Covenants. In consideration for the payments and benefits provided under the Agreement, Ms. Jones has agreed to certain restrictive covenants to protect the Company, including restrictions on post-termination disclosure of confidential information, competitive activity and solicitation of the Company's employees. Ms. Jones also agrees and acknowledges that she will be subject to the Company's performance award Clawback Policy as it relates to her performance-based awards.

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Conversion to a Consulting Role. In connection with the Company's successful search for a new CEO, Mr. Waller agreed to serve as a consultant to the Company once a new CEO was hired. In connection with Keri Jones joining the Company as President and CEO on March 12, 2018, Mr. Waller began serving as a consultant which services and his compensation in connection with such services, ended October 17, 2018.

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Continued Board Service. In connection with the cessation of his services as a consultant, the Board and Mr. Waller agreed, effective October 17, 2018, to amend the Amended Waller Agreement to provide that Mr. Waller would continue to serve as a member of the Board until the 2019 Annual Meeting unless the Board were to elect a new member to replace him. Mr. Waller also acknowledged that he does not intend to stand for re-election as a member of the Board at the 2019 Annual Meeting.

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•	all members of the Committee are independent within the meaning of the NYSE listing standards;

•	the Committee approves goals and objectives in our incentive programs that the Committee believes are reasonable and can be achieved by our executive officers without taking undue risks for the Company;

•	equity and cash incentives typically provide for a defined range of payout opportunities and the potential award value is capped, which mitigates undue risk;

•	the Committee reviews and determines annually the design of our incentive and equity award programs, including any applicable performance goals under such programs;

•	the Committee periodically receives advice from an independent compensation consultant;

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•	the Company’s Stock Trading Policy requires our executives to pre-clear trades in our stock and only trade during pre-established windows; it also prohibits our executives from hedging the Company’s stock, pledging the Company’s stock or engaging in transactions involving derivative products related to the Company’s stock;

•	certain incentive-based compensation is subject to the Company’s Clawback Policy;

•	equity incentive awards are typically granted annually with multi-year vesting, so executives typically have equity awards that are unvested and which could decrease in or have no value if our business is not managed for the long-term; and

•	we provide periodic training on our Code of Conduct to educate our employees as to appropriate behaviors and the consequences of taking inappropriate actions.

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(1)	While the Company does not typically pay NEOs discretionary bonuses, it did pay a signing bonus to Ms. Jones per the terms of her Employment Agreement. In connection with the offers of employment to Mr. Bundy and Ms Kellick, incentive bonuses were paid for Fiscal 2018 in the amounts of $50,000 and $75,000 respectively. In addition, Mr. Ungerman received a retention bonus in Fiscal 2018.

(2)

The amounts shown in this column represent the grant date fair values of performance-based restricted stock unit awards at Target performance and/or time-based restricted stock awards made in Fiscal 2018, Fiscal 2017 and Fiscal 2016, calculated in accordance with ASC 718 and based on the closing share price of our Common Stock on the date of grant. Additional information related to the calculation of the grant date fair value is set forth in Note 6 of the “Notes to the Consolidated Financial Statements” included in our 10-K Report.

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(3)	The amounts shown in this column represent the grant date fair values of non-qualified stock option awards. In accordance with ASC 718, the grant date fair values for these awards have been determined using the Black-Scholes method and are based on the assumptions presented in Note 6 of the “Notes to the Consolidated Financial Statements” included in our 10-K Report.

(4)	The amounts shown in this column represent amounts awarded and earned under the Company’s annual incentive plan for Fiscal 2016.

(5)	All other compensation for Fiscal 2018 consisted of the following:

(A)	Represents the cost of temporary living (in the case of Mr. Bundy) and relocation expenses paid or reimbursed by the Company.

(B)	Represents the amount of tax gross up paid to the individual in connection with moving and relocation expenses paid or reimbursed by the Company.

(C)	Represents consulting fees paid to Mr. Waller following his service as interim CEO per the terms of the Amended Waller Agreement.

(D)	Represents the total amount of severance to be paid to Ms. Perket ($310,000) and Ms. Rice ($315,000) per the terms of their respective severance agreement with the Company and in the case of Ms. Perket, also includes $17,165 in health and dental premiums per the terms of her severance agreement.

(E)	Represents the taxable amount added to Ms. Rice’s income based on personal use of a vehicle leased by the Company for her use.

(6)	Ms Jones became a director and President and Chief Executive Officer of the Company on March 12, 2018.

(7)

The amounts include the grant date fair values at Target, the maximum performance level for performance based non-qualified stock options as follows: Ms. Jones, $30,506 and granted on March 12, 2018; Mr. Bundy, $19,566 and granted on July 9, 2018; Mr. Ungerman, $14,065 and granted on March 9, 2018; Ms. Dahl, $36,409 and granted on March 9, 2018; Ms. Kellick, $23,106 and granted on July 16, 2018; Mr. Komarek, $32,219 and granted on March 9, 2018; Ms. Perket, $30,922 and granted on March 9, 2018; and Ms. Rice, $31,421 and granted on March 9, 2018.

(8)	Mr. Waller became interim President and CEO on January 17, 2017 and his service in that role ended on March 12, 2018 when Keri Jones joined the Company as President and CEO.

(9)	The amount includes the total value of a performance-based restricted stock award which consists of two tranches of 100,000 shares each.

(10)	Mr. Bundy became Senior Vice President, Chief Financial Officer of the Company on July 9, 2018.

(11)	Mr. Ungerman resigned his employment with the Company effective as of August 30, 2018.

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(12)	The amounts include the grant date fair values at Target, the maximum performance level, for performance-based non-qualified stock options granted on March 16, 2017 as follows: Mr. Ungerman $16,069; Ms. Dahl $45,467; Mr. Komarek $40,235 and Ms. Rice $39,239.

(13)	Ms. Dahl's employment with the Company ended April 30, 2019.

(14)	Ms. Kellick became Senior Vice President, Chief Merchandising Officer on July 16, 2018.

(15)	Ms. Perket's employment with the Company ended July 10, 2018.

(16)	Ms. Rice's employment with the Company ended October 22, 2018.

(1)

The amounts in these columns show the potential payout, if any, for each NEO under the FY18 AIP (calculated as a percent of the NEO's salary for the applicable bonus period) if the Threshold or Target goals, as applicable, are met. These potential payouts are performance-driven and at risk and there was no incentive payout under the FY18 AIP. See pages 15-16 in this proxy statement for a description of the performance metrics and the method of calculating potential payouts under the FY18 AIP.

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(2)	The awards in this column were made pursuant to the 2014 Stock Incentive Plan or the 2018 Stock Incentive Plan, except for certain of Ms. Jones' awards as noted in footnotes 6 and 7 below.

(3)

The dollar values of stock options disclosed in this column are equal to the grant date fair values computed in accordance with ASC 718. A discussion of the assumptions used in calculating the grant date fair values is set forth in Note 6 of the “Notes to the Consolidated Financial Statements” included in the 10-K Report. The value listed for the awards under the "Estimated Future Payouts Under Equity Incentive Plan Awards" are based on Target.

(4)	All of these options were forfeited as the Company did not achieve the Threshold performance targets (entry point) with respect to the Fiscal 2018 Annual Incentive Program.

(5)	Options vest as to one-third of the shares on March 12, 2019; March 12, 2020, and March 12, 2021; assuming Ms. Jones remains employed on such dates.

(6)	This represents an employee inducement award of restricted stock in connection with Ms. Jones' employment agreement, which award vests approximately 1/36th each on the monthly anniversary of the date of grant; assuming Ms. Jones remains employed on such date.

(7)	This represents an employee inducement award of time-based non-qualified stock options in connection with Ms. Jones' employment agreement, which award vests approximately 1/36th each on the monthly anniversary of the date of grant, assuming Ms. Jones remains employed on such date.

(8)	One-third of the shares of restricted stock will vest on each of July 9, 2019; July 9, 2020 and July 9, 2021; assuming Mr. Bundy remains employed on such dates.

(9)	One-third of the options will vest on each of July 9, 2019; July 9, 2020 and July 9, 2021; assuming Mr. Bundy remains employed on such dates.

(10)	The unvested equity award held by Mr. Ungerman was forfeited on August 30, 2018, the date his employment with the Company ended.

(11)	One-third of the shares of restricted stock will vest on each of July 16, 2019; July 16, 2020 and July 16, 2021; assuming Ms. Kellick remains employed on such dates.

(12)	One-third of the options will vest on each of July 16, 2019; July 16, 2020 and July 16, 2021; assuming Ms. Kellick remains employed on such dates.

(13)	The unvested equity award held by Ms. Perket was forfeited on July 10, 2018, the date her employment with the Company ended.

(14)	The unvested equity award held by Ms. Rice was forfeited on October 22, 2018, the date her employment with the Company ended.

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(1)	The option exercise prices in this column are equal to the respective closing price of one share of the Company’s Common Stock on the NYSE on the date of grant of the related option, except as noted in footnote 13.

(2)	The dollar value of stock options disclosed in this column are equal to the grant date fair values computed using the Black-Scholes method in accordance with ASC 718. A discussion of the assumptions used in calculating the grant date fair values is set forth in Note 6 of the "Notes to the Consolidated Financial Statements" included in the 10-K Report.

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(3)	The amounts in this column represent the number of shares of restricted stock indicated multiplied by the closing price of our Common Stock on the NYSE on February 1, 2019 ($0.57), the last business day of Fiscal 2018.

(4)	Dividends, if declared, are not paid on performance-based restricted stock unit awards until the performance-based restrictions lapse, and then only with respect to the shares as to which the restrictions have lapsed. Similarly, dividends are not paid on time-based restricted stock awards until the restrictions lapse.

(5)	One-third of the options will vest on each of March 12, 2019; March 12, 2020 and March 12, 2021; assuming Ms. Jones remains employed on such dates.

(6)	13,889 options vest on the 12th of each month other than 13,888 options vesting on the 12th of December 2020 and on the 12th of January, February and March 2021, at which point the option shall be fully vested; assuming Ms. Jones remains employed on such dates.

(7)

The performance-based non-qualified stock options awarded in Fiscal 2018 are subject to forfeiture based on pre-determined corporate financial performance criteria for Fiscal 2018 as discussed on pages 15-16 of the “Compensation Discussion and Analysis” portion of this proxy statement. To the extent the performance-based restrictions may lapse, one-half of the shares will vest, on the date the performance-based restrictions lapse based on a determination that the Company’s financial performance has met or exceeded Threshold for the two-performance metrics and the other half on the second anniversary of the date of grant. All of the performance-based non-qualified stock options were forfeited following the end of Fiscal 2018 as the Company did not meet Threshold performance.

(8)	6,945 shares of restricted stock will vest on the 12th of each month from February through July 2019 and thereafter 6,944 shares of restricted stock shall vest on the 12th of each month through March 12, 2021 at which point the restricted stock award shall have vested in full; assuming Ms. Jones remains employed on such dates.

(9)

The restricted stock will vest, if at all, in two tranches: 100,000 shares will vest if, on any date prior to the “Vesting Date” (defined below), the Company’s common stock has a closing price equal to or greater than $3.00 on the NYSE, and the second tranche of 100,000 shares will vest if, on any date prior to the Vesting Date, the Company’s common stock has a closing price equal to or greater than $4.00 on the NYSE. “Vesting Date” means the earlier of the twelve-month anniversary of (i) Mr. Waller’s last day of service as interim CEO of the Company due to his death or disability; (ii) Mr. Waller’s last day of service as interim CEO, due to the commencement of employment of a permanent CEO, if Mr. Waller is not providing consulting services to the Company under a separate arrangement as of such date; and (iii) if Mr. Waller is providing consulting services to the Company under a separate arrangement as of the date a permanent CEO commences employment, the last day of consulting services provided by Mr. Waller to the Company, such determination to be made by the permanent CEO.

(10)	Options vest as to one-third of the shares on July 9, 2019; July 9, 2020 and July 9, 2021; assuming Mr. Bundy remains employed on such dates.

(11)	Restricted stock vests as to one-third of the shares on July 9, 2019; July 9, 2020 and July 9, 2021; assuming Mr. Bundy remains employed on such dates.

(12)	The option will vest on September 1, 2019; assuming the NEO remains employed on such dates.

(13)	The option exercise price of $2.12 represents the highest closing price on the NYSE during the 30 trading days preceding the date of grant rather than the closing price on the NYSE on the date of grant which was $1.43.

(14)	One-half of the options will vest on each of March 16, 2019 and March 16, 2020; assuming the NEO remains employed on such dates.

(15)	The restricted stock will vest on September 1, 2019; assuming the NEO remains employed on such dates.

(16)	Options vest as to one-third of the shares on each of July 16, 2019; July 16, 2020 and July 16, 2021; assuming Ms. Kellick remains employed on such dates.

(17)	Restricted stock vests as to one-third of the shares on each of July 16, 2019; July 16, 2020 and July 16, 2021; assuming Ms. Kellick remains employed on such dates.

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(1)	The value realized upon vesting of the stock awards is based on the closing stock price of our Common Stock on the NYSE on the date the award vested, multiplied by the number of shares vesting on such date.

(1)	Includes the following equity compensation plans of the Company and the number of shares issuable upon exercise of outstanding options or the vesting of restricted stock granted under each plan:

(2)	Includes the following equity compensation plans of the Company and the number of shares remaining available for issuance under each plan:

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(3)

Amount represents an employee inducement award grant of 500,000 non-qualified stock options and 250,000 shares of restricted stock to Keri Jones in connection with her joining the Company as President and CEO on March 12, 2018. In addition, the amount includes an employee inducement award grant of 375,000 non-qualified stock options and 200,000 shares of restricted stock to Joel Waller in connection with his joining the Company as interim President and CEO on January 17, 2017.

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(1)	Restricted stock is listed at its dollar value as of February 1, 2019, the last business day of Fiscal 2018, based on the $0.57 closing sales price of our Common Stock on the NYSE on that date. Forfeiture restrictions lapse as to all of the restricted stock following a change-in-control, upon the NEO’s death or if the NEO becomes disabled.

(2)	As noted in the "Payments Upon Involuntary Termination After a Change-in-Control Occurs" column, restricted stock and performance-based restricted stock units held by the NEOs vest upon a Change-in-Control.

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•	Our compensation program for executive officers delivers a considerable portion of at-risk, pay-for-performance compensation;

•	We encourage long-term stock ownership by executive officers through our stock ownership guidelines and equity awards, which typically vest over two to three years;

•	We do not have any employment or severance agreements with executive officers that provide for cash severance payments automatically in connection with a change-in-control (i.e., no “single-trigger” cash provisions);

•	Our executive officers do not earn any additional retirement income under any supplemental executive retirement plan or other employer-funded pension;

•	We offer limited perquisites to our executive officers and do not provide travel for spouses or significant others, security services or systems, supplemental life or long-term care insurance, reimbursement or payment of country club dues or memberships, or Company-funded financial planning services;

•	We do not pay the tax liability (i.e., gross-ups) associated with the payment or reimbursement of any severance we provide; and

•	The Committee periodically engages and receives advice from an independent compensation consultant.

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•

Our common stock was previously publicly traded and listed on the NYSE under the symbol "CBK." On April 17, 2019, the NYSE notified us that they had commenced proceedings to delist our common stock from the NYSE because we had not maintained an average global market capitalization over a consecutive 30 trading day period of at least $15 million. The NYSE subsequently suspended trading of our common stock after the market close on April 17, 2019. The Company, on April 30, 2019, exercised its right to seek review of this determination by a Committee of the Board of Directors of the NYSE. The review could be completed before the Annual Meeting. If the NYSE affirms the original delisting determination they will proceed with delisting procedures following such determination. Following the suspension of trading by the NYSE, our common stock is now publicly traded on the OTCQX, an over-the-counter market, under the symbol "CBKC," and we intend to relist our common stock on a national exchange in the future upon meeting the applicable listing standards of that exchange.

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A sufficiently large increase in the share price of our common stock, such as one that could result from the Reverse Stock Split, would put the Company in a better position to either maintain our listing on the NYSE or alternatively list our common stock on another national exchange such as the Nasdaq Stock Market LLC ("Nasdaq") or the NYSE American (also known as NYSE MKT and formerly known as the American Stock Exchange), subject to our satisfaction of the applicable listing standards. We believe that maintaining a listing on a national exchange is in the best interests of our stockholders. A listing on a national exchange may enhance our ability to raise additional funds and the ability of our investors to trade in our common stock may increase the overall trading volume of our common stock, and may decrease its price volatility. To remain in compliance with the NYSE listing standards, among other things, we must maintain an average global market capitalization of at least $50 million, based on a 30-day average closing price of our common stock and an average closing price of $1.00 for a period of 30 consecutive trading days. As in our case, the NYSE promptly initiates suspension and delisting procedures if a company is determined to have an average global market capitalization over a consecutive 30 day trading period of less than $15.0 million. To be eligible for listing on Nasdaq, we are required to meet the Nasdaq's initial listing standards, which include, among other things, that our shares must meet a minimum bid price of $4.00 or a minimum closing price of $3.00 per share at time of listing, depending upon which Nasdaq market the Company's listing is on, and we must have a market value of publicly-held shares of at least $15 million. To be eligible for listing on the NYSE American, we are required to meet its initial listing standards, which include, among other things, that our shares must meet a minimum bid price of $3.00 and a market value of publicly-held shares of $15 million.

•	The Reverse Stock Split would reduce the number of our outstanding shares to a level more appropriate for a company with our market capitalization;

•	The Reverse Stock Split could decrease price volatility, as small price movements now cause relatively large percentage changes in our stock price;

•	If we are successful in maintaining a higher stock price, we believe it will improve the perception of our common stock as an investment security and will generate greater interest in our Company among professional investors and institutions;

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The Reverse Stock Split may help to increase analyst and broker interest in our stock as their policies can either prohibit or discourage them from following or recommending companies with lower stock prices or companies with delisted stocks. Because of the trading volatility often associated with lower-priced stocks and delisted stocks, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in such stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers. Additionally, because brokers' commissions on transactions in lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher; and

•	The Reverse Stock Split could reduce stockholder transaction costs because investors would pay lower commissions to trade a fixed dollar amount of our stock if our stock price were higher than they would if our stock price were lower.

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•	the listing criteria of national exchanges;

•	the historical and projected trading price and trading volume of our common stock;

•	general economic and other related conditions prevailing in our industry and in the marketplace;

•	the projected impact of the Reverse Stock Split ratio on trading liquidity in our common stock;

•	the then-prevailing trading price for our common stock and the trading volume level thereof; and

•	the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs.

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•	a United States citizen or resident alien;

•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state therein or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•	a trust if (1) it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) the trust was in existence on August 20, 1996 and has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

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1.	Election of six directors as nominated by the Board to each serve a one-year term;

2.	Approval, on an advisory basis, of the compensation of our named executive officers (the “Say-on-Pay Proposal”);

3.	Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2020;

4.	Authorization of the Board, in its discretion, to amend the Certificate of Incorporation to effect the Reverse Stock Split and the Authorized Shares Reduction (the “Reverse Stock Split Proposal”); and

5.	Any other business that may properly come before the meeting.

•	FOR the election of each of the six nominees to the Board;

•	FOR the approval, on an advisory basis, of the Say-on-Pay Proposal;

•	FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2020; and

•	FOR authorizing the Board, in its discretion, to amend the Certificate of Incorporation to effect the Reverse Stock Split and the Authorized Shares Reduction.

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•	By Internet. You may submit your proxy by going to www.proxyvote.com and following the instructions on how to complete an electronic proxy card. You will need the control number included on your Notice of Availability or your proxy card in order to vote by Internet. Internet voting via www.proxyvote.com is available 24 hours a day until 11:59 p.m., Eastern Time, on June 25, 2019.

•	By Telephone. You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the control number included on your Notice of Availability or on your proxy card in order to vote by telephone. Telephone voting is available 24 hours per day. To be valid, your vote by telephone must be received by 11:59 p.m., Eastern Time, on June 25, 2019.

•	By Mail. If you have received a printed copy of the proxy materials from us by mail, you may vote by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the proxy card in the envelope provided to us. To be valid, your vote by mail must be received by us by 11:59 p.m., Eastern Time, on June 25, 2019.

•	At the Annual Meeting. You may vote your shares in person during the Annual Meeting if you are a registered stockholder.

•	you are present and vote in person at the Annual Meeting;

•	you have properly and timely submitted your vote as described above under “How do I vote my shares?”; or

•	you hold your shares in street name, as described below, and you do not provide voting instructions and your broker, bank, trust or other nominee uses its discretion to vote your shares on the ratification of the selection of our independent registered public accounting firm.

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•	FOR the election of each of the six nominees to the Board;

•	FOR the approval, on an advisory basis, of the Say-on-Pay Proposal;

•	FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2020;

•	FOR the authorization of the Board, in its discretion, to amend the Certificate of Incorporation to effect the Reverse Stock Split and the Authorized Shares Reduction.

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•	submitting a later-dated and properly executed proxy card to our Corporate Secretary at the Company’s address listed above, which must be received by us before the time of the Annual Meeting;

•	by delivering a written notice of revocation to our Corporate Secretary at the Company’s address listed above, which must be received by us before the time of the Annual Meeting; or

•	by attending the Annual Meeting and voting. Your attendance at the Annual Meeting will not by itself revoke a proxy that you have previously submitted.

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(1)	A majority of the votes cast for this purpose, means that the number of shares voted “For” a director or a proposal exceeds the number of shares voted “Against” that director or Proposal.

(2)

If an incumbent director receives less than a majority of the votes cast; then as described on page 1, that director must tender his or her resignation to the Board, and the Board will determine whether to accept or reject such resignation. In a contested election (an election in which the number of nominees for director is greater than the number of directors to be elected), the vote standard will be a plurality of votes cast. A plurality means that the six director nominees who receive the highest number of votes cast will be elected.

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*	Less than 1%

(1)	The amounts listed include 50,000 shares of restricted stock that are scheduled to vest within 60 days from April 18, 2019 for each of Mr. Duskin, Mr. Johnson, Mr. Kleeberger, and Ms. Weil; and 50,000 restricted stock units in the case of Mr. Sharpe; and in the case of Ms. Jones, 13,890 shares, and for all directors, director nominees and executive officers as a group, 263,890 shares.

(2)

The amounts listed include the following number of shares of Common Stock for which the directors and executive officers have the right to acquire beneficial ownership within 60 days from April 18, 2019, through the exercise of stock options: Ms. Dahl, 215,325; Ms. Jones, 391,183; Mr. Komarek, 199,570; Mr. Waller, 750,000; and all directors, director nominees and executive officers as a group, 1,736,918.

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(3)

4,790,597 shares of common stock of the Company are directly held by Macellum Retail Opportunity Fund, LP (“Opportunity Fund”). Macellum Management, LP (“Macellum Management”) may be deemed to have voting and investment power over the shares of common stock of the Company directly held by Opportunity Fund as the investment manager for Opportunity Fund and Macellum Advisors GP, LLC (“Macellum GP”) may be deemed to have voting and investment power over the shares as the general partner of Opportunity Fund and Macellum Management. Jonathan Duskin is the sole member of Macellum GP and may be deemed to have voting and investment power over the shares of common stock of the Company directly held by Opportunity Fund by virtue of his relationship with Macellum GP. Macellum GP and Mr. Duskin may be deemed to have a pecuniary interest in the shares of common stock of the Company directly held by Opportunity Fund due to Macellum GP’s right to receive a performance-based allocation. Each of Macellum Management, Macellum GP and Mr. Duskin disclaims beneficial ownership of the shares of common stock of the Company directly held by Opportunity Fund except to the extent of their pecuniary interest therein.

(4)

68,313 shares of common stock of the Company are directly held by Macellum Capital Management, LLC ("Macellum Capital Management"). MCM Managers, LLC ("MCM Managers") may be deemed to have voting and investment power of the shares of common stock of the Company directly held by Macellum Capital Management as the managing member of Macellum Capital Management and MCM Management, LLC ("MCM Management") may be deemed to have voting and investment power over the shares as the managing member of MCM Managers. Mr. Duskin may be deemed to have voting and investment power over the shares of common stock of the Company directly held by Macellum Capital Management as the managing member of MCM Management. MCM Managers, MCM Management and Mr. Duskin may be deemed to have a pecuniary interest in the shares of common stock of the Company directly held by Macellum Capital Management due to MCM Managers’ right to receive a performance-based allocation. Each of MCM Managers, MCM Management and Mr. Duskin disclaims beneficial ownership of the shares of common stock directly held by Macellum Capital Management except to the extent of their pecuniary interest therein.

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(1)

This information is based on a Schedule 13D/A jointly filed with the SEC on July 9, 2018, by Macellum Retail Opportunity Fund, LP (“Opportunity Fund”), Macellum Capital Management, LLC (“Macellum Capital Management”), Macellum Advisors GP, LLC (“Macellum GP”), Macellum Management, LP (“Macellum Management”), MCM Managers, LLC (“MCM Managers”), MCM Management, LLC (“MCM Management”) and Jonathan Duskin, reporting information as of July 5, 2018, as updated by the Form 4 filed on January 18, 2019. Mr. Duskin has sole voting power and sole dispositive power over 4,790,597 shares. Each of Opportunity Fund, Macellum GP and Macellum Management have sole voting power and sole dispositive power over 4,502,460 shares. Each of Macellum Capital Management, MCM Managers, and MCM Management has the sole voting power and sole dispositive power over 68,313 shares. Macellum Management serves as the investment manager for Opportunity Fund. Macellum GP serves as the general partner of Opportunity Fund and Macellum Management. MCM Managers serves as the managing member of Macellum Capital Management, and MCM Management serves as the managing member of MCM Managers. Mr. Duskin is the sole member of Macellum GP and is the managing member of MCM Management. Mr. Duskin may be deemed to indirectly beneficially own the securities directly held by Opportunity Fund and Macellum Capital Management because Mr. Duskin may be deemed to have voting and investment power over such securities by virtue of his relationship with Macellum GP and MCM Management. In the Schedule 13D/A filing, each of Macellum Management, Macellum GP, MCM Managers, MCM Management and Mr. Duskin disclaims beneficial ownership of the Company's securities as to which the Schedule 13D/A relates.

(2)

This information is based on a Schedule 13G/A jointly filed with the SEC on February 13, 2019, by Renaissance Technologies LLC ("RTL") and Renaissance Technologies Holdings Corporation ("RTHC") reporting information as of December 31, 2018. Each of RTL, an investment adviser, and RTHC, an investment adviser and majority owner of RTL, has sole voting power and sole dispositive power over 2,785,895 shares.

(3)

This information is based on a Schedule 13G/A jointly filed by Wade Massad, Cleveland Capital, L.P. (“Cleveland Partnership”) and Cleveland Capital Management, L.L.C. (“Cleveland Capital”) reporting information as of December 31, 2018. Each of Cleveland Partnership and Cleveland Capital, an investment adviser, has shared voting power and shared dispositive power over 2,200,000 shares. Mr. Massad has shared voting power and shared dispositive power over 2,260,00 shares. The shares reported in the filing are held by Cleveland Partnership or Mr. Mussad. Mr. Mussad is the managing member of the General Partner of Cleveland Partnership and the managing member of Cleveland Capital.

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