0001179110-12-007120.txt : 20120424 0001179110-12-007120.hdr.sgml : 20120424 20120424120814 ACCESSION NUMBER: 0001179110-12-007120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120423 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MICHIELUTTI PETER G CENTRAL INDEX KEY: 0001194666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31390 FILM NUMBER: 12775214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHRISTOPHER & BANKS CORP CENTRAL INDEX KEY: 0000883943 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 061195422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 BUSINESS ADDRESS: STREET 1: 2400 XENIUM LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 BUSINESS PHONE: 6125515000 MAIL ADDRESS: STREET 1: 2400 XENIUM LN NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 FORMER COMPANY: FORMER CONFORMED NAME: BRAUNS FASHIONS CORP DATE OF NAME CHANGE: 19930328 4 1 edgar.xml FORM 4 - X0305 4 2012-04-23 0 0000883943 CHRISTOPHER & BANKS CORP CBK 0001194666 MICHIELUTTI PETER G 2400 XENIUM LANE NORTH PLYMOUTH MN 55441 0 1 0 0 SVP, Chief Financial Officer Common Stock 2012-04-23 4 A 0 20000 0.00 A 20000 D Common Stock 2012-04-23 4 A 0 18817 0.00 A 38807 D Common Stock 1.86 2012-04-23 4 A 0 30000 0.00 A 2013-04-19 2022-04-23 Common Stock 30000 30000 D On April 23, 2012, the reporting person was granted an option to purchase 30,000 shares of the Company's Common Stock that becomes fully exercisable on April 19, 2013. The option is subject to accelerated vesting in the event the reporting person is terminated by the Company, other than for cause, and accelerated vesting on a pro rata basis in the event of his death or disability. On April 23, 2012, the reporting person was awarded 20,000 shares of Common Stock pursuant to a Restricted Stock Agreement. All or a portion of the shares are subject to forfeiture if (i) with respect to the first tranche of 10,000 Restricted Shares, if on or prior to April 19, 2013 the closing stock price of the Company's Common Stock, as reported on the NYSE, does not exceed $3.50 for a period of 20 consecutive Trading Days, and (ii) with respect to the second tranche of 10,000 Restricted Shares, if on or prior to April 19, 2013 the closing stock price of the Company's Common Stock, as reported on the NYSE, does not exceed $4.50 for a period of 20 consecutive Trading Days. On April 23, 2012, the reporting person was granted 18,817 shares of Common Stock pursuant to a Restricted Stock Agreement. All of the shares are subject to forfeiture based on pre-determined corporate financial performance criteria for the fiscal year ending February 3, 2013 ("Fiscal 2012"). Following completion of Fiscal 2012, a determination will be made if the threshold financial performance has been met or exceeded. If the threshold level of performance is not met for the financial performance criteria, all of the Restricted Stock is forfeited. To the extent that the performance-based restrictions lapse as to the Restricted Stock, then 50% of the shares vest following this determination and 50% on March 29, 2014. This number includes restricted stock awards. Sandra L. Miller, Attorney-in-Fact 2012-04-24 EX-24.TXT 2 ex24michielutti.txt POA POWER OF ATTORNEY The undersigned hereby constitutes and appoints Luke Komarek, Sandra Miller and Barbara Spilane, or any one of them acting alone, the undersigned's true and lawful attorney-in- fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, 4 or Form 5 relating to beneficial ownership of securities of Christopher & Banks Corp. (the "Issuer"), as well as a Form ID and all documents related to obtaining new or revised access codes, to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and to deliver a copy of the same to the Issuer, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until such time as the undersigned is no longer subject to the provisions of Section 16 of the Securities Exchange Act of 1934 with respect to securities of the Issuer or until this Power of Attorney is replaced by a later dated Power of Attorney or revoked by the undersigned in writing. The undersigned hereby indemnifies the attorneys-in-fact for all losses and costs the attorneys-in-fact may incur in connection with or arising from the attorneys-in-fact's execution of their authorities granted hereunder. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of April, 2012. /s/ Peter G. Michielutti Peter G. Michielutti