10.	OTHER CHARGES, NET

In the first quarter of fiscal 2018 the Company received notification from a stockholder group (the “Stockholder Group”), of the nomination of a slate of alternative nominees for election to the Company’s Board of Directors at the Annual Meeting of Stockholders that was held on May 23, 2018 (the “Proxy Solicitation”). At the Company’s 2018 Annual Meeting of Stockholders held on May 23, 2018, the Company’s stockholders replaced the incumbent board in its entirety and elected Holly N. Alden, Christopher B. Morgan, Marla A.Ryan and Anne-Charlotte Windal as the Company’s new Board of Directors. During the six months ended August 4, 2018 the Company incurred $2,142,000 of charges related to the Proxy Solicitation, including $1,256,000 during the three months ended August 4, 2018, primarily to reimburse a member of the Stockholder Group for amounts incurred to nominate the slate of alternative directors as part of a mutual release agreement entered into with such member of the Stockholder Group.

During the fourth quarter of fiscal 2015 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company’s largest shareholder, Orchestra, a France-based retailer of children’s wear, to complete a proposed business combination (“the Proposed Merger”). During the second quarter of fiscal 2017 the parties determined that is was in the best interest of their respective stockholders to terminate the Merger and on July 27, 2017, the Company, Orchestra, and certain other affiliates of Orchestra entered into a Termination Agreement (the “Termination Agreement”). In connection with the Termination Agreement, Orchestra and the Company agreed to reimburse each other for certain costs incurred in connection with their effort to implement the Merger Agreement. During the six months ended July 29, 2017 the Company incurred $649,000 of charges related to the proposed merger.

Over the last several years the Company has engaged in a series of management and organizational changes and, in connection therewith, retained consulting firms to review its costs and business strategy associated with such management and organizational changes. The Company’s Board of Directors authorized changes to the Company’s chief executive function including the resignation of Anthony M. Romano as the Company’s Chief Executive Officer and President, the September 17, 2017 appointment of B. Allen Weinstein, an independent member of the Company’s Board since 2010, as Interim Chief Executive Officer replacing Mr. Romano, the January 2, 2018 appointment of Melissa Payner-Gregor, an independent member of the Company’s Board since 2009, as Interim Chief Executive Officer replacing Mr. Weinstein and the May 23, 2018 appointment of Marla Ryan as Chief Executive Officer replacing Ms. Payner-Gregor. Ronald Masciantonio, the Company’s Chief Administrative Officer, resigned from his position on June 4, 2018. David Stern, the Company’s former Chief Financial Officer departed the Company effective at the close of business on August 10, 2018. The Company also paid one-time retention bonuses with service conditions to certain key management personnel which are being recorded over the service period, while reducing its overall headcount to create a more efficient and effective operating structure. During the three and six months ended August 4, 2018 and July 29, 2017 the Company incurred $667,000, ($6,000), $931,000 and ($3,000), respectively, of charges related to these management and organizational changes.

A summary of the net charges incurred in connection with the proxy solicitation and proposed merger and the management and organizational changes is as follows (in thousands):

	Three Months Ended					Six Months Ended
	August 4, 2018		July 29, 2017			August 4, 2018		July 29, 2017

Proxy Solicitation and Proposed Merger
Proxy solicitation	$	1,256	$	—		$	2,142	$	—
Proposed merger		—		(165	)		—		649
Total proxy solicitation and proposed merger		1,256		(165	)		2,142		649

Management and Organizational Changes
Severance and related benefits		633		(6	)		885		(3	)
Consulting fees		34		—			46		—
Total management and organizational changes		667		(6	)		931		(3	)
Total other charges, net	$	1,923	$	(171	)	$	3,073	$	646