UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.         )

Check the appropriate box:

CHEROKEE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CHEROKEE INC.

5990 Sepulveda Boulevard, Suite 600

Sherman Oaks, California 91411

October 30, 2017May 1, 2019

To my fellow stockholders,

You are invitedI am pleased to invite you to attend a specialthe 2019 annual meeting of stockholders (the “Special“Annual Meeting”) of Cherokee Inc. (“Cherokee”, “we”, “us” or “our”), to be held on November 28, 2017,Monday, June 10, 2019, at 8:10:00 a.m. (Pacific Time) at Cherokee’s corporate headquarters, located at 5990 Sepulveda Boulevard, Suite 600, Sherman Oaks, California 91411.

The business to be conducted at the SpecialAnnual Meeting is set forth in the formal notice of specialannual meeting of stockholders and proxy statement that accompany this letter.

We have elected to take advantage of laws and rules that allow companies to furnish proxy materials to their stockholders on the Internet. We believe these laws and rules allow us to provide our stockholders with the information they need, while lowering the printing and delivery costs and reducing the environmental impact of the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the SpecialAnnual Meeting, please vote as soon as possible. You are urged to vote your shares electronically through the Internet, or by telephone or, if you have requested and received a paper copy of the proxy statement for the Annual Meeting, by completing, signing and returning the paper proxy card enclosed with the proxy statement for the SpecialAnnual Meeting. Voting on the Internet or by telephone will eliminate the need to return a paper proxy card.

Thank you for your ongoing support of and continued interest in CherokeeCherokee.

CHEROKEE INC.

5990 Sepulveda Boulevard, Suite 600

Sherman Oaks, California 91411

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 28, 2017June 10, 2019

NOTICE IS HEREBY GIVEN that a specialthe 2019 annual meeting of the stockholders (the “Special“Annual Meeting”) of Cherokee Inc. (“Cherokee”) will be held at Cherokee’s corporate headquarters, located at 5990 Sepulveda Boulevard, Suite 600, Sherman Oaks, California 91411, on November 28, 2017Monday, June 10, 2019 at 8:10:00 a.m. (Pacific Time) for the following purposes:

Stockholders of record at the close of business on October 5, 2017April 11, 2019 will be entitled to notice of and to vote at the SpecialAnnual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote at the SpecialAnnual Meeting will be available for examinationinspection by any stockholder for any purpose germane to the SpecialAnnual Meeting at ourCherokee’s principal executive offices during normal business hours for 10 days prior tobefore the SpecialAnnual Meeting.

Cherokee’s Board of Directors urges each stockholder to read carefully the accompanying proxy statement.

Sherman Oaks, California

October 30, 2017May 1, 2019

CHEROKEE INC.

5990 Sepulveda Boulevard, Suite 600

Sherman Oaks, California 91411

PROXY STATEMENT

SPECIAL2019 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 28, 2017June 10, 2019

TABLE OF CONTENTS

CHEROKEE INC.

5990 Sepulveda Boulevard, Suite 600

Sherman Oaks, California 91411

PROXY STATEMENT

SPECIAL2019 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On November 28, 2017June 10, 2019

GENERAL INFORMATION

This proxy statement (the “Proxy Statement”) and all related proxy materials are being furnished in connection with the solicitation by the Board of Directors (the “Board” or the “Board of Directors”) of Cherokee Inc., a Delaware corporation (“Cherokee”(the “Company”, the “Company”“Cherokee”, “we”, “us” or “our”), of proxies to be used at a specialthe 2019 annual meeting of stockholders to be held at our corporate headquarters, located at 5990 Sepulveda Boulevard, Suite 600, Sherman Oaks, California 91411, on November 28, 2017,Monday, June 10, 2019, at 8:10:00 a.m. (Pacific Time) and any adjournment or postponement thereof (the “Special“Annual Meeting”). Stockholders are being asked to vote at the SpecialAnnual Meeting on the following proposals:

(1) the election of [       ] directors to the Board of Directors; (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2020 (“Fiscal 2020”); (3) the approval, on a non‑binding, advisory basis, of our executive compensation, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (“SEC”); (4) the approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 30,000,000; (5) the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect, on or before December 31, 2019, a reverse split of our authorized common stock and issued and outstanding common stock, at a ratio of between 1-2 and 1-10 and if and when and at such ratio as may be determined by the Board; (6) the approval of an amendment to and restatement of our Amended and Restated 2013 Stock Incentive Plan to increase the aggregate number of shares available under thereunder by 600,000 shares; and (7) such other business as may properly come before the Annual Meeting. This Proxy Statement summarizes the information you need to know in order to vote on these proposals in an informed manner.

Delivery of Proxy Materials

Use of the Internet

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”),SEC, we have elected to deliverprovide access via the Internet to our proxy materials for the SpecialAnnual Meeting, including this Proxy Statement and our annual report for our fiscal year ended February 2, 2019 (“Fiscal 2019”, and such report, “Annual Report”), which includes our annual report on Form 10‑K for such year filed with the SEC on April 23, 2019. Accordingly, on or about May 1, 2019, we are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to all of our stockholders as of the record date for the Annual Meeting. The Notice includes instructions on how the proxy materials for the Annual Meeting may be accessed and reviewed at www.proxydocs.com/CHKE. Stockholders will not receive printed copies of the proxy materials for the Annual Meeting unless they request them, in which case printed copies of the proxy materials and a paper proxy card will be provided at no charge. Any stockholder may request to receive the proxy materials for the SpecialAnnual Meeting in printed form by mail or by e-mail on an ongoing basis until the one-year anniversary of the date of the Annual Meeting by following the instructions in the Notice. We encourage you to take advantage of the availability of our proxy materials on the Internet, in order to lower our printing and delivery costs and help reduce the environmental impact of the Annual Meeting.

Householding

To reduce the expenses of delivering duplicate materials to our stockholders, by mail or,we have adopted a procedure called “householding.” Under this procedure, we are delivering one copy of the Notice and, if a stockholder has previously agreed, by e-mail. Accordingly, we expect to mail or, to stockholders who have agreed, e-mailrequested, this Proxy Statement and our otherAnnual Report to multiple stockholders who share the same address, unless we have received contrary instructions from a stockholder. Stockholders who participate in householding will continue to be able to

1

Table of Contents

request and receive separate paper proxy materialscards. Additionally, upon our receipt of a written or oral request, we will deliver promptly, at no charge, a separate copy of the Notice, this Proxy Statement or the Annual Report to ourany stockholder at a shared address to which we have delivered a single copy of any of these documents. Further, stockholders on or about October 30, 2017. If you would like towho share an address and receive a single copy of our proxy materials may request to receive multiple copies of any of these materials for future annual meetings of our stockholders, and stockholders who share an address and receive multiple copies of our proxy materials may also request to receive a single copy of any of these materials for our future annual meetings of stockholders. Any such requests should be directed to us by e-mail rather than by mail, you may submit such consent to electronic deliverycalling (818) 908‑9868 or by writing to the attention of our Corporate SecretaryInvestor Relations at the address of our principal executive offices.

In addition, we are also making all of our proxy materials for the Special Meeting available on the Internet. Applicable SEC rules require us to notify our stockholders of the availability of prior proxy materials on the Internet with the following notice:

Record Date, Outstanding Shares

Our Board of Directors has fixed October 5, 2017April 11, 2019 as the record date to determinefor the Annual Meeting. As a result, all stockholders that owned shares of our common stock at the close of business on April 11, 2019 are entitled to notice of and to vote at the SpecialAnnual Meeting.

As of the record date, there were 13,950,02015,945,953 shares of our common stock outstanding.

Voting Matters

Voting Rights

Except as described below, eachEach share of our stockholders is entitledcommon stock entitles the owner of the share to one vote for each share of common stock held as of the record date for the Special Meeting on each matter to come before the Special Meeting.

Notwithstanding the foregoing, in accordance with applicable NASDAQ guidance, the 947,870 shares of our common stock that have been issued pursuant to the Purchase Agreements and are outstanding as of the record date for the Special Meeting will not be entitled to votevoted on the issuance of shares of our common stock pursuant to the Purchase Agreements, in an aggregate amount equal to 20% or more of our common stock outstanding before entry into the Purchase Agreements (Proposal 1) or to certain of our directors and officers (Proposal 2). As a result, a total of 13,002,150 shares of our common stock are entitled to vote on Proposal 1 and Proposal 2 at the SpecialAnnual Meeting.

Quorum Requirement

We will have the required quorum to conduct the business of the SpecialAnnual Meeting if holders of a majority of the outstanding shares of our common stock as of the record date and entitled to vote at the Special Meeting are present in person or represented by proxy at the SpecialAnnual Meeting. Pursuant to our amended and restated bylaws (“Bylaws”) and applicable Delaware law, shares represented by proxies that reflect abstentions or “broker non‑votes,” discussed below, are counted as shares that are present for purposes of determining the presence of a quorum. However, as described below, we do not expect broker non-votes to occur at the Special Meeting, and as a result, no such votes will be counted as present for purposes of determining the presence of a quorum at the SpecialAnnual Meeting.

Effect of Not Providing Voting Instructions; Broker Non-Votes

Stockholders of Record

You are a “stockholder of record” if your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent. If you arewere a stockholder of record at the close of business on the record date for the Annual Meeting and you submit a valid proxy that is not revoked before your shares are voted at the SpecialAnnual Meeting and that does not provide voting instructions with respect to your shares, all shares represented by your proxy will be voted in accordance with the recommendation of the Board of Directors on each proposal to be presented at the SpecialAnnual Meeting, as described in this Proxy Statement.

If you holdBeneficial Owners of Shares Held in Street Name

You are a “beneficial owner of shares held in street name” if your shares are not held of record in “street name” (that is, your sharesname but are held by a broker or other nominee on your behalf as the beneficial owner, but are notowner. If your shares were held in your name), it is critical thatstreet name at the close of business on the record date for the Annual Meeting, you must provide voting instructions to your broker or other nominee if you want your vote to count in the election of directors (Proposal 1), the approval, on anya non-binding, advisory basis, of our executive compensation (Proposal 3), the proposalsapproval of an amendment to be voted onour Amended and Restated Certificate of Incorporation to increase the Special Meeting.  Allnumber of theseauthorized shares of common stock (Proposal 4), the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse split of our authorized common stock (Proposal 5), and the approval of an amendment to and restatement of our Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) (Proposal 6). These proposals constitute “non‑routine” matters on which a broker or other nominee is not entitled to vote shares held for a beneficial owner

2

Table of Contents

without receiving specific voting instructions from the beneficial owner. In general,As a result, if you hold your shares in street name and you do not instruct your broker or other nominee on how to vote on a non-routine matter,Proposals 1, 3, 4, 5 and 6, then no vote wouldwill be cast on suchthese proposals on your behalf and a “broker non-vote” wouldwill occur. ForYour broker or other nominee will, however, have discretion to vote uninstructed shares on the Special Meeting, however,

there are no proposals to be voted on that constitutethe appointment of our independent registered public accounting firm (Proposal 2), because this proposal constitutes a “routine” mattersmatter on which a broker or other nominee would beis entitled to vote shares held foron behalf of a beneficial owner even without receiving voting instructions from the beneficial owner. As a result, because brokers or other nominees will not be entitled to vote uninstructed shares on any proposal at the Special Meeting, we do not expect any broker non-votes are not expected to occur ,and no such shares will be counted as present for purposes of establishing a quorum. We encourage you to submit your voting instructions to your broker or other nominee as soon as possible to ensure that your shares of common stock are voted atin the Special Meeting!vote on Proposal 2.

Voting Requirements

The issuanceelection of directors (Proposal 1) will be determined by a plurality of the votes cast on by shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal at the Annual Meeting. This means that the [       ] nominees who receive the highest number of affirmative votes will be duly elected as directors. As a result, because of the nature of this voting requirement, abstentions and broker non‑votes, if any, will have no effect on the outcome of the election of directors.

The ratification of the appointment of our common stock pursuant toindependent registered public accounting firm (Proposal 2), the Purchase Agreements, in an aggregate amount equal to 20% or moreapproval, on a non-binding, advisory basis, of our common stock outstanding before entry intoexecutive compensation (Proposal 3), and the Purchase Agreements (Proposal 1)amendment to and to certainrestatement of our directors and officers2013 Plan (Proposal 2),6) must each be approved by the affirmative vote of a majority of the votes cast on the proposal by shares present in person or represented by proxy at the SpecialAnnual Meeting and entitled to vote on the proposal.  Asproposal at the Annual Meeting. The amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock (Proposal 4), and the amendment to our Amended and Restated Certificate of Incorporation to effect a result,reverse split of our authorized common stock (Proposal 5), must each be approved by the affirmative vote of a majority of the issued and outstanding shares of our common stock as of the record date at a meeting at which a quorum is present. With respect to Proposals 2, 3 and 6, abstentions, if any, will have no effect on the outcome of the votes on Proposal 1votes. Any abstentions or Proposal 2. The adjournment of the Special Meeting, if necessary or appropriate (Proposal 3), must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting, even if less than a quorum. As a result, abstentions, if any,broker non-votes with respect to Proposals 4 and 5 will have the same effect as avotes against. Broker non-votes are not expected to occur on Proposal 2 because, as discussed above, brokers and other nominees will be entitled to vote against Proposal 3.uninstructed shares held in street name on this proposal. Any broker non-votes on Proposals 3 and 6 will have no effect on the outcome of the vote on those proposals.

BelowThe following is a summary of the voting requirements for each proposal to be voted on at the SpecialAnnual Meeting:

3

Table of Contents

Tabulation of Votes

The inspector of elections of the Annual Meeting will tabulate the votes of our stockholders at the Annual Meeting. All shares of our common stock represented by proxy at the Annual Meeting will be voted in accordance with the instructions given on the proxy, as long as the proxy is properly submitted and unrevoked and is received by the applicable deadline, all as described under “How to Cast or Revoke Your Vote” below. If the Annual Meeting is adjourned or postponed, properly submitted and unrevoked proxies will remain effective and will be voted at the adjourned or postponed Annual Meeting, and stockholders will retain the right to revoke any such proxy until it is actually voted at the adjourned or postponed Annual Meeting.

Voting Results

Preliminary voting results will be announced at the Annual Meeting, and final voting results are expected to be reported in a current report on Form 8 K filed with the SEC within four business days after the Annual Meeting concludes. If, however, the final voting results are not available at that time, we will report preliminary voting results in such a Form 8-K and will report the final voting results in an amendment to the Form 8-K as soon as they become available.

How to Cast or Revoke Your Vote

Stockholders of Record

You are a stockholder of record if, at the close of business on the record date for the Special Meeting, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent. If you are a stockholder of record, there are several ways for you to vote your shares, as follows:

If you are a stockholder of record entitled to vote at the SpecialAnnual Meeting,  you may revokevote in any one of the following ways:

Once you have submitted your proxy on the Internet or by telephone or mail, you may revoke it at any time before it is voted at the SpecialAnnual Meeting by taking any one of the following actions:

Any new proxy card or written notice of revocation that is mailed to us must includeour Corporate Secretary at the stockholder’s name and must be received prior to the Special Meeting toaddress of our principal executive offices.

employees or such a proxy solicitation firm at any time. In addition, we will request persons, firms and corporations holding shares in their names or in the names of their nominees that are beneficially owned by others to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners, and we will reimburse such holders for their reasonable expenses in so doing. In addition to mailing the Notice and making our other proxy materials available on the Internet (or via e-mail or mail for those stockholders who request printed copies), proxies may be solicited by personal interview, telephone or e‑mail by our directors, officers and other employees, none of whom will receive any additional compensation for these activities. We have not engaged employees for the specific purpose of soliciting proxies or a proxy solicitation firm to assist us in soliciting proxies, but we may elect to engage and pay the cost of such employees or such a proxy solicitation firm at any time.

Householding5

Table of Contents

To reduce

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors, upon the expensesrecommendation of delivering duplicate materialsour Nominating & Governance Committee, has nominated [      ] director nominees, each named below, for election at the Annual Meeting. Accordingly, we are asking our stockholders to vote on the election of each of these director nominees at the Annual Meeting.

Each director nominee is currently a director of our Company and, except for Mr. Dwight B. Mamanteo and Mr. Evan Hengel, was elected or re-elected by our stockholders at our 2018 annual meeting of stockholders. Mr. Mamanteo was appointed as a director in October 2018 upon the identification and recommendation of a large stockholder, Cove Street Capital, LLC (“CSC”), to our stockholders, we are delivering one copyNominating & Governance Committee, which then recommended his appointment to the Board. Mr. Hengel was appointed as a director in October 2018 upon the recommendation of our proxy materials for the Special Meeting, includingNominating & Governance Committee.

Each director nominee named below has consented to being named in this Proxy Statement as a nominee for election as a director and the Annual Report,has agreed to multiple stockholders who share the same address, unless we have received contrary instructions fromserve as a stockholder. Upon our receipt of a written or oral request, we will deliver promptly, at no charge, a separate copy of this Proxy Statement or the Annual Report to any stockholder at a shared address to which we have delivered a single copy ofdirector if elected. If any of these documents. Additionally, stockholders who share an address and receive a single copy of this Proxy Statement ornominees becomes unavailable to serve before the Annual Report may request to receive multiple copiesMeeting, then your proxy will be voted for another nominee proposed by the Board, or if no such nominee is proposed, a vacancy will occur. The Board of Directors has no present knowledge that any of these documentsthe nominees will be unavailable to serve. If elected, each nominee will serve as a director for future meetingsa one-year term until the next annual meeting of our stockholders and until his or her successor is elected and qualified, or until an earlier resignation or removal.

There are no family relationships between any director, executive officer or person nominated or chosen to become a director or executive officer, and there are no arrangements or understandings between any director or nominee and any other person pursuant to which such individual was or is selected as a director or nominee.

Director Nominees

The table below shows, for each of our director nominees, his or her name; age as of April 30, 2019; business experience and qualifications, including principal occupation or employment and principal business of the employer, if any, for at least the past five years; certain other directorships held by him or her; and the period during which he or she has served as a director of our Company. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should be nominated to serve as a director, we also believe all of these nominees who are incumbent directors have demonstrated integrity, honesty, adherence to high ethical standards and an ability to exercise sound judgment, as well as business acumen and a commitment to our Company, in their past service on our Board.

6

Table of Contents

7

Table of Contents

8

Table of Contents

Vote Required and Recommendation of the Board of Directors

Directors will be elected by the affirmative vote of a plurality of the votes cast on this proposal at a meeting at which a quorum is present. The nominees receiving the highest number of votes will be duly elected as directors. Abstentions and broker non‑votes will have no effect on the outcome of the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH DIRECTOR NOMINEE.

9

Table of Contents

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for Fiscal 2020, and has further directed that the appointment of such firm be submitted for ratification by our stockholders who share an address and receive multiple copiesat the Annual Meeting. Accordingly, we are asking our stockholders to vote on the ratification of this Proxy Statement orappointment at the Annual ReportMeeting. Representatives of Deloitte are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. Deloitte has served as our independent registered public accounting firm since August 24, 2017 and has audited our financial statements for each fiscal year ended after that date.

Stockholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is submitting the appointment of Deloitte to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain the firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may requestdirect the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.

Independent Registered Public Accounting Firm Fees and Services

The following table shows the aggregate fees billed to receiveus for professional services rendered by Deloitte in Fiscal 2018 and Fiscal 2019:

Pre‑Approval Policies and Procedures

Pursuant to its charter, our Audit Committee annually reviews and pre‑approves all audit and permissible non‑audit services that may be provided by our independent registered public accounting firm and establishes a single copy of anypre‑approved aggregate fee level for all of these documentsservices, subject to exceptions for certain “de minimus” services and amounts in accordance with applicable SEC rules. Any proposed service not included within the list of pre‑approved services or any proposed service that will cause us to exceed the pre‑approved aggregate fee level requires specific pre‑approval by the Audit Committee. All of the services rendered by our future meetingsindependent registered public accounting firms during Fiscal 2018 and Fiscal 2019 were pre‑approved by the Audit Committee.

10

Table of stockholders. Any such requests shouldContents

Vote Required and Recommendation of the Board of Directors

Approval of this proposal requires the affirmative vote of a majority of the votes cast on this proposal at a meeting at which a quorum is present. Abstentions will be directedcounted as present for purposes of determining the presence of a quorum, but will have no effect on the outcome of the vote on this proposal. Broker non‑votes are not expected to us by calling (818) 908‑9868 or by writingresult from the vote on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF

THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR FISCAL 2020.

11

Table of Contents

PROPOSAL 3

NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd‑Frank Act ”) added Section 14A to Investor Relations at the address of our principal executive offices.

Where You Can Find More Information About Cherokee

Stockholders can find additional information about Cherokee, including information about our business and certain corporate governance information, on our website at cherokeeglobalbrands.com. The Company also makes available on its website its annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and amendments to these reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. You may read and copy any documentwhich requires that we fileprovide our stockholders with the SEC atopportunity to approve, on a non-binding, advisory basis, the SEC’s public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) SEC‑0330 for further information on the public reference facilities. Our SEC filings are also available to the public at the SEC’s web site at www.sec.gov. The information on our website is not incorporated by reference into this proxy statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provided for under these sections. These statements may include words such as “believe,” “estimate,” “project,” “intend,” “expect,” “plan,” “anticipate,” and similar expressions in connection with any discussion of the timing or nature of future circumstances or events, including the terms of any future equity financings we may pursue; the impact of any such financings on our performance, financial condition and liquidity; and our ability to maintain compliance with the obligationscompensation of our outstanding debt instruments.

Forward-looking statements reflect only our current views, expectations and assumptions regarding these future events and our future performance. As a result, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results or events to differ materially from the future results or events expressed, projected, or implied by the forward-looking statements we make. These risks, uncertainties and other factors include the following: (i) competitive conditions in our industry; (ii) risks related to the retail business that impact the retailers that license and/or sell our brands; (iii) changes in consumer demand for our brands, generally, in particular regions or among certain consumer groups;  (iv) our ability to maintain relationships with key licensees of our brands, or develop engagements with new licensees to replace any such relationships that terminate or expire; (v) our ability to implement our business strategies, including certain shifts in our licensing focus in recent periods; (vi) our ability to manage the various licensing and selling models that we utilize in our operations; (vii) our ability to identify, acquire and integrate into our portfolio new and promising brands; (viii) changes in general economic and market conditions; (ix) our ability to protect our trademarks and other intellectual property rights; (x) risks related to the level and terms and conditions of our indebtedness; (xi) risks associated with the global scope of our operations; (xii) collection and credit risks; (xiii) changes in rules and regulations applicable to us and our industry; and (xiv) the other factors described from time to time in our periodic reports and other filings with the SEC. As a result of these risks, uncertainties and other factors, you should not place undue reliance on the forward‑looking statements we make because some or all of them could turn out to be wrong.

All forward-looking statements we makeNamed Executive Officers (as defined under “Executive Compensation” below), as disclosed in this Proxy Statement speak only asin accordance with the compensation disclosure rules of the dateSEC.

Our executive compensation programs, as described in detail under “Executive Compensation” below, are designed to encourage high performance, attract and retain highly qualified and motivated executive officers, align the interests of our executive officers with the interest of our stockholders and promote accountability. Please see “Executive Compensation” below, beginning on page 48 of this Proxy Statement, and we disclaim any intent or obligationfor additional information about our executive compensation programs, including information about the compensation paid to update publicly any of these forward-looking statements, whetherour Named Executive Officers in Fiscal 2019.

In this proposal, commonly known as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All forward-looking statements in this Proxy Statement“say-on-pay” proposal, we are qualified in their entirety by this cautionary statement.

THE FINANCINGS

General

The Purchase Agreements

As previously reported in our Current Report on Form 8‑K filed with the SEC on August 14, 2017, on August 11, 2017, we entered into the Purchase Agreements with several investors, including certain of our directors and officers, to effect certain equity financings. We refer to these equity financings collectively as the “Financings”. The form of the Purchase Agreements and certain other agreements related thereto are filed as exhibits to such Current Report on Form 8‑K. See “General—Where You Can Find More Information About Cherokee” above to learn how you can access this report and these agreements.

Background and Reasons for the Financings

We have established a senior secured credit facility with Cerberus Business Finance, LLC (“Cerberus”), pursuant to which we have borrowed $45.0 million under a term loan facility and $5.0 million under a revolving credit facility. As a result of our failure to comply with certain financial and reporting covenants under the credit facility as of the end of the first quarter of our current fiscal year, on August 11, 2017, we and Cerberus entered into an amendment to the credit facility that includes a waiver of such compliance failures and amends certain other terms, including relaxing certain of our financial covenants and adding a new liquidity covenant. This new liquidity covenant obligates us to maintain certain specified levels of unrestricted cash on-hand, and also required, as a condition to effectiveness of the credit facility amendment, that we complete an equity financing for net cash proceeds of $4.0 million and obtain contractual commitments for additional equity financings for net cash proceeds of up to $5.5 million if the new liquidity covenant is not satisfied at any time on or before March 5, 2018.

Our Board of Directors determined that it was advisable and in our best interest and in the best interest ofasking our stockholders to enter into the Purchase Agreements and effect the Financings in order to comply with these requirements ofindicate their support for our credit facility with Cerberus. We intend to use the net proceeds from the Financings for general corporate purposes, including working capital and other general and administrative purposes.

Completed Financing

Pursuant to the Purchase Agreements, on August 17, 2017, the investors party thereto purchased, and we issued and sold, an aggregate of 947,870 shares of our common stock in a private placement financing at a per share purchase price of $4.22 and for net cash proceeds to us of approximately $4.0 million (the “Completed Financing”).

Committed Financings

Also pursuant to the Purchase Agreements, certain of the investors party thereto have agreed to participate in certain future equity financings, as follows: if we notify any such investor on or before March 5, 2018 of a failure to meet the new liquidity covenants required by our credit facility with Cerberus, then such investor will, subject to certain conditions and caps, be obligated to purchase in a private placement financing additional shares of our common stock as we request at a per share purchase price equal to the lower of $4.22, 90% of the average closing price of our common stock for the 20 days before the date of our notification to such investor, or the closing price of our common stock on the day before the date of our notification to such investor (such financings, the “Committed Financings”). The maximum aggregate value of the commitments from all investors for the Committed Financings is approximately $5.5 million.

In consideration for the agreement of these investors to participate in the Committed Financings, on August 17, 2017, we issued to such investors warrants to purchase up to an aggregate of 326,695 shares of our common stock at an exercise price of $4.22 (collectively, the “Warrants”). The Warrants are exercisable at any time from March 5, 2018 until the seven-year anniversary of their initial issuance date, may be exercised in cash or on a “cashless” basis, and are subject to customary adjustments in the event of stock dividends or other distributions, stock splits, or mergers, reclassifications or similar transactions.

Investors Participating the Financings

The following table reflects the participation in the Completed Financing and the Committed Financings by the investors party to the Purchase Agreements:

Potential Effects of the Financings

Any issuance of shares of our common stock in the Committed Financings would result in dilution to our existing stockholders with respect to their ownership interest, voting power, earnings per share and book and market value per share. Additionally, sales in the public market of any shares of our common stock that may be issued in the Committed Financings, or the perception that any such sales could occur, could adversely affect the prevailing market price of our common stock, which could impair the ability of our existing stockholders to sell their shares, should they desire to do so, or our ability to raise funds in additional equity financings in the future, should we desire to do so. Further, the acquisition of additional shares by investors in the Committed Financings, particularly by the investors who are directors, officers or significant stockholders of our Company, could result in the establishment of, or changes in, control positions over our Company, which could subject us and our existing stockholders to risks if these investors have and pursue their own interests with respect to our Company. Moreover, as described above, the number of shares of our common stock that we may issue in the Committed Financings depends on the prevailing market price of our common stock at or near the time of any such financing, and as a result, the effects described above would be continually amplified if and to the extent the market price of our common stock declines and we seek to issue a greater number of shares in the Committed Financings in order to result in the desired amount of net proceeds.

To illustrate the impact of increases or decreases in the market price of our common stock on the number of shares we may issue in the Committed Financings, the table below shows the maximum number of shares of our common stock that could be issued to the investors in the Financings, assuming various prices per share for such

issuances (and assuming approval of Proposal 1 and Proposal 2 at the Special Meeting, as described further below). As of October 27, 2017, the closing price of our common stock as reported by NASDAQ was $2.40.

Reasons for Stockholder Approval

Our common stock is listed on the NASDAQ Global Select Market. As a result, we are subject to NASDAQ Listing Rules, including the following:

As described under “—Potential Effects of the Financings” above, if the price of our common stock declines, then we would be required to issue a greater number of shares in the Committed Financings in order to obtain the same amount of net proceeds. Consequently, we may seek to issue shares of our common stock in the Committed Financings at a price per share and in an amount that results in our issuance in the Financings of 20% or more of the number of shares outstanding as of immediately before entry into the Purchase Agreements, which was 13,002,150 shares and 20%

of which, less the number of shares previously issued in the Completed Financing, is 1,652,560 shares. Such an issuance would require stockholder approval in order to comply with NASDAQ Listing Rule 5635(d).

In addition, as described under “—General—Committed Financings” above, the terms of the Purchase Agreements provide that the price per share at which we issue shares in any Committed Financing will depend on the market price of our common stock at or around the time of any such financing. Consequently, the Purchase Agreements could permit us to issue shares of our common stock to certain of our directors who have agreed to participate in the Committed Financings at a price per share that is less than the market value of our common stock immediately before the time we entered into the Purchase Agreements, which was $4.05 per share. Such an issuance would require stockholder approval in order to comply with NASDAQ Listing Rule 5635(c).

As a result, our Board of Directors has determined that it is advisable and in our best interest and in the best interest of our stockholders to seek stockholder approval of issuances of our common stock in the Committed Financings under the terms described above, in order to ensure compliance with these NASDAQ Listing Rules while also affording us maximum flexibility in utilizing the Committed Financings to maintain compliance with the liquidity requirements of our credit facility with Cerberus. Importantly, we are not seeking the approval of our stockholders to authorize our entry into the Purchase Agreements, which has already occurred and which are binding obligations of our Company, to authorize the issuance and sale of shares of our common stock in the Completed Financing or our issuance of the Warrants, which has also already occurred, or to authorize the Committed Financings in general. Rather, we are seeing stockholder approval of the issuance of shares of our common stock in the Committed Financings (1) in an amount that would, collectively with the shares issued in the Completed Financings, total 1,652,560 or more shares, and (2) to our directors who have agreed to participate in the Committed Financings, at a price below $4.05 per share.

PROPOSAL 1

APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENTS IN AN AGGREGATE AMOUNT EQUAL TO 20% OR MORE OF OUR COMMON STOCK OUTSTANDING BEFORE ENTRY INTO THE PURCHASE AGREEMENTS

General

At the Special Meeting, our stockholders will be asked to approve the issuance of shares of our common stock in the Committed Financings such that the amount of shares issued in the Completed Financing and the Committed Financings collectively equals 20% or more of the number of shares of our common stock outstanding immediately before entry into the Purchase Agreements, which, less the number of shares previously issued in the Completed Financing, is 1,652,560 shares.

The terms of, reasons for, and other aspects of the Purchase Agreements, the Committed Financings and the issuance of shares to be voted on in this Proposal 1, are described in detail in other sections of this Proxy Statement.

Certain Interests

As a result of their potential participation in the Committed Financings, Messrs. Galvin and Ravich, directors on our Board of Directors, have a direct interest in Proposal 1. See the description under “The Financings—Investors Participating in the Financings” above for more information.

Effects of Approving Proposal 1

If our stockholders approve Proposal 1, then we would seek an amendment to the Purchase Agreements to delete a provision therein that prohibits us from issuing in the Concurrent Financing and the Committed Financings, on a collective basis, a number of shares in excess of 19.9% of the total number of shares of our common stock outstanding as of immediately before entry into the Purchase Agreements. Pursuant to the Purchase Agreements, any amendment to the terms thereof could be made by the mutual agreement of the parties. In that event,  and assuming our stockholders also approve Proposal 2 as described in this Proxy Statement, we would be permittedStatement. The vote on this proposal is not intended to issue an unlimited numberaddress any specific element of sharescompensation, but rather relates to the overall compensation of our common stockNamed Executive Officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote on this say-on-pay proposal is advisory and therefore not binding on us, the Compensation Committee or our Board of Directors in any way; however, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will consider the results of this vote in future compensation decisions, including evaluating whether any actions are necessary to address any concerns of our stockholders evidenced by a significant negative vote on this proposal.

Accordingly, we are asking our stockholders to vote, on a non-binding, advisory basis, on the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers, as disclosed in the Committed Financings. SeeCompany’s Proxy Statement for its 2019 Annual Meeting of Stockholders pursuant to the description under “The Financings—Potential Effectscompensation disclosure rules of the Financings” above for more information aboutSecurities and Exchange Commission, including the potential effects of such issuances.

Consequences of Failing to Approve Proposal 1

If our stockholders do not approve Proposal 1Summary Compensation Table and we do not obtain amendments to the Purchase Agreements to remove the 19.9% cap on the number of shares that we could issue in the Financings, as described above, then our ability to utilize the Committed Financings would be limited to no more than 1,652,559 shares of our common stock, which, together with the 947,870 shares issued in the Completed Financings, is equal to 19.9% of the total number of shares of our common stock outstanding as of immediately before entry into the Purchase Agreements. Depending on the market price of our common stock at or around the time of any Committed Financing, this limitation could materially reduce the amount of net proceeds we may be able to obtain from such financings. To illustrate the impact of this limitation, the following table shows the maximum amount of net proceeds we could obtain in the Committed Financings if we can 

only issue up to 1,652,559 shares of our common stock in such financings, assuming various prices per share for such financings:

Any such limitation on the amount of net proceeds we could obtain from the Committed Financings could cause us to fail to satisfy our liquidity obligations under our credit facility with Cerberus, which could have material adverse effects on our business, results of operations, financial conditionother related tables and prospects. As a result, your vote at the Special Meeting is important!disclosure included therein.”

Vote Required;Required and Recommendation of Ourthe Board of Directors

The approvalApproval of Proposal 1this proposal requires the affirmative vote of a majority of the votes cast on this proposal at a meeting at which a quorum is present. Abstentions and broker non-votes will be counted as present for purposes of determining the proposal by shares present in person or represented by proxy atpresence of a quorum, but will have no effect on the Special Meeting and entitled tooutcome of the vote on thethis proposal.

Our Board of Directors recommends a voteTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” Proposal 1.THE APPROVAL OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN

THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

PROPOSAL 2

PROPOSAL 4

APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE ISSUANCE OFAUTHORIZED SHARES OF OUR COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENTS TO CERTAIN OF OUR DIRECTORS AND OFFICERS

General

AtOur Amended and Restated Certificate of Incorporation (“Restated Certificate”) currently authorizes the Special Meeting,issuance of 20,000,000 shares of our common stock, par value $0.02 per share. Our Board is proposing for approval by our stockholders willan amendment to our Restated Certificate to increase the number of shares of our common stock we are authorized to issue from 20,000,000 shares to 30,000,000 shares. Our Restated Certificate also authorizes the issuance of 1,000,000 shares of preferred stock, par value $0.02 per share, which would remain unchanged by the amendment to our Restated Certificate contemplated by this Proposal 4.

Background: Our Current Capitalization

As of March 31, 2019, with respect to our common stock, there were:

Based on the above capitalization information, only 40,717 shares of our currently authorized common stock remained unissued and unreserved and available for future issuance as of March 31, 2019.

Reasons for the Proposed Increase to Our Authorized Shares of Common Stock

The Board has determined, in its business judgment, that an increase to the authorized shares of our common stock from 20,000,000 shares to 30,000,000 shares is in the best interests of the Company and our stockholders, and as a result the Board has unanimously approved such an increase, subject to stockholder approval, and has unanimously recommended that our stockholders approve such an increase by voting in favor of this Proposal 4. In making this determination and approval, the Board considered, among other things: our historical share issuance purposes and rates, as described below; our anticipated future share requirements; recent practices at other public companies; and a recommendation from our management.

The Board believes the proposed increase to the authorized shares of our common stock is desirable, and is requesting that our stockholders approve the increase, to provide us with the flexibility to issue our common stock as needed for any purpose the Board may approve in the future, which could include, for instance, raising capital; compensating employees or other service providers; effecting stock splits or dividends or other capitalization changes; acquiring assets, technologies or businesses; and other corporate purposes. If this Proposal 4 is approved, the newly authorized shares of our common stock would be asked issuable for any proper corporate purpose.

13

Table of Contents

Historically, we have issued our common stock (or securities convertible into or exercisable or exchangeable for our common stock) for the following main reasons:

From January 2015 through March 31, 2019, we have issued common stock (or securities convertible into or exercisable or exchangeable for common stock) totaling 9,336,283 shares (on a fully diluted basis) for the reasons described above, and our Board may desire to use our common stock for these or other reasons in the future. Of these shares, since January 2015, we have granted equity awards for compensatory purposes for a total of 2,094,068 shares of our common stock (on a fully diluted basis), and the Board believes the availability of additional shares for future compensatory purposes is an important recruiting and retention tool.

Except with respect to the issuance of shares of our common stock upon the exercise or conversion of outstanding securities and in connection with the Committed Financings pursuant2013 Plan and awards granted thereunder, we currently have no specific understandings or commitments, oral or written, which would require us to the Purchase Agreements to certainissue a material amount of new shares of our directorscommon stock.

Possible Adverse Effects if this Proposal 4 Is Approved

If this Proposal 4 is approved by our stockholders, the Board would generally be able to issue the additional authorized shares in its discretion from time to time without further action by or approval of our stockholders, subject to and officers.

The terms of, reasons for,as limited by the rules and other aspectslisting requirements of the Purchase Agreements, the Committed FinancingsNasdaq Stock Market (“Nasdaq”), or any other then applicable securities exchange, and the issuancerequirements of shares to be voted on inall applicable law.

Approval of this Proposal 2, are described4could have the following adverse effects:

14

Table of Contents

Except as described above, we do not presently have any price. Seeplans, intentions or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences, and the description under “The Financings—PotentialBoard is not presently aware of any attempt, or contemplated attempt, to acquire control of our Company. Further, this Proposal 4 is not being presented with the design or intent that it be used to prevent or discourage a change in control or management or an acquisition attempt; however, stockholders should be aware that nothing would prevent the Board from taking any such actions that it deems consistent with its fiduciary duties.

Possible Adverse Effects of the Financings” above for more information about the potential effects of such issuances.if this Proposal 4 Is Not Approved

In addition, ifIf this Proposal 4 is not approved by our stockholders, approve Proposal 2the number of shares of our common stock we would be authorized to issue would remain at its current level of 20,000,000 shares, and we issuewould have only 40,717 shares of our common stock available for future issuance based on our capitalization as of March 31, 2019, as described above (without giving effect to Proposals 4 or 5).

A failure to obtain the approval of our stockholders of this Proposal 4 could have the following adverse effects:

15

Table of Contents

Rights of Additional Authorized Shares of Common Stock

The additional authorized shares of our common stock, if and when issued, would be part of our existing class of common stock and would have the same rights, preferences and privileges as the shares of common stock that are currently issued and outstanding.

Text and Effectiveness of the Increase to Our Authorized Shares of Common Stock

We propose to effect the increase to the authorized shares of our common stock by amending the first paragraph of Article IV, Section 4.1 of our Restated Certificate to read in its entirety as follows:

“The total number of shares of all classes of capital stock with which the Corporation shall have authority to issue is Thirty-One Million (31,000,000), consisting of One Million (1,000,000) shares of Preferred Stock, par value $0.02, per share (the “Preferred Stock”), and Thirty Million (30,000,000) shares of common stock, par value $0.02 per share (the “Common Stock”).”

The only change to the language of Article IV, Section 4.1 being voted on in this Proposal 4 is to increase the total number of shares of our common stock we may issue from 20,000,000 shares to 30,000,000 shares, and consequently the total number of shares of stock we may issue by the same amount. Other than as set forth above, our Restated Certificate as currently in effect would remain unchanged by the amendment to effect the authorized share increase contemplated by this Proposal 4.

If this Proposal 4 is approved and adopted by our stockholders at the Annual Meeting, the increase to our authorized shares contemplated hereby would become effective upon our filing of a Certificate of Amendment to our Restated Certificate with the Secretary of State of the State of Delaware reflecting the amendment to Article IV, Section 4.1 thereof as set forth above, or at such other date and time as may be specified in the Certificate of Amendment. Subject to the discretion of the Board to abandon the authorized share increase contemplated by this Proposal 4, as described below, we expect to file such an amendment with the Secretary of State of the State of Delaware as soon as practicable following stockholder approval.

Board Discretion to Abandon the Increase to Our Authorized Shares of Common Stock

Even if this Proposal 4 is approved by our stockholders, the Board retains the discretion to abandon the increase to the authorized shares of our common stock as contemplated hereby, if it determines such an abandonment to be in the best interests of the Company and our stockholders.

No Appraisal Rights

Under applicable Delaware law, our stockholders are not entitled to appraisal rights with respect to the proposed amendment to our Restated Certificate to increase the number of authorized shares of our common stock we are authorized to issue.

16

Table of Contents

Vote Required and Recommendation of the Board of Directors

Approval of this proposal requires the affirmative vote of a majority of the issued and outstanding shares of our common stock as of the record date at a meeting at which a quorum is present. Abstentions and broker non-votes will have the same effect as a vote “against” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE TO INCREASE THE

AUTHORIZED SHARES OF OUR COMMON STOCK

17

Table of Contents

PROPOSAL 5

APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION

TO EFFECT A REVERSE STOCK SPLIT

Our Board is proposing for approval by our stockholders an amendment to our Restated Certificate to effect a reverse split of our authorized common stock and issued and outstanding common stock, at such ratio and at such time as determined by the Board and as described in this Proposal 5 below. For purposes of this Proposal 5, "Reverse Stock Split" refers to such a reverse split of our common stock effected at the ratio and time as the Board may determine. Our preferred stock, 1,000,000 shares of which are authorized and none of which are issued or outstanding, would remain unchanged by the amendment to our Restated Certificate contemplated by this Proposal 5. The share numbers referenced below do not include the effect of Proposal 4, unless otherwise indicated below.

Background

In September 2018, our Board determined to seek the approval of our stockholders of a proposal to authorize the Board, in its discretion, to amend our Restated Certificate to effect a Reverse Stock Split of our issued and outstanding common stock at a ratio of between 1-for-2 and 1-for-10, such ratio to be determined by the Board in its discretion. As a result, if the Board determines to effect a Reverse Stock Split, each outstanding 2 to 10 shares of our common stock, as applicable, would, at the effective time of the Reverse Stock Split, be combined, converted and changed into one share of our common stock. As part of the Reverse Stock Split, the number of authorized shares of our common stock (as it may be increased pursuant to the amendment to our Restated Certificate contemplated by Proposal 4 described above) would be reduced by the same ratio as the issued and outstanding shares of our common stock.

This Proposal 5, if approved, would not immediately cause a Reverse Stock Split to be effected, but rather would grant the Board the authority to effect a Reverse Stock Split, if and when determined by the Board, at any time on or before December 31, 2019. As a result, the Board would have the sole discretion, until December 31, 2019, to elect whether to effect a Reverse Stock Split and, if so, the number of shares, between 2 and 10 of our common stock, that would be combined into one share of our common stock upon implementing the Reverse Stock Split. Accordingly, approval of this Proposal 5 would authorize the Board, in its discretion, to effect the Reverse Stock Split at any of the ratios described above and at any time until the date set forth above, or not to effect the Reverse Stock Split at all.

If the Board elects to effect a Reverse Stock Split, the number of shares of our common stock that are authorized but unissued, issued and outstanding, and reserved for future issuance, as well as certain other aspects of or factors related to our common stock, would undergo a variety of changes. Please see "Effects of the Reverse Stock Split on Our Common Stock" below for more information.

Reasons for a Reverse Stock Split

The Board has determined, in its business judgment, that a Reverse Stock Split of our authorized common stock and issued and outstanding common stock at one of the proposed ratios is in the best interests of the Company and our stockholders, and as a result the Board has unanimously approved such a Reverse Stock Split, subject to stockholder approval, and has unanimously recommended that our stockholders approve such a Reverse Stock Split by voting in favor of this Proposal 5. In addition, the Board has determined that obtaining the approval of our stockholders of the range of proposed ratios for a Reverse Stock Split (as opposed to approval of a single ratio) provides the Board with appropriate flexibility to better achieve the purposes of a Reverse Stock Split, and as a consequence, is also in the best interests of our Company and our stockholders. In making this determination and approval, the Board considered, among other things: the requirements to maintain our listing on the Nasdaq Capital Market; the historical market price and trading volume of our common stock; prevailing market and economic conditions and trends; recent practices at other public companies; and a recommendation from our management.

18

Table of Contents

The Board believes a Reverse Stock Split is desirable, and is requesting that our stockholders approve and grant the authority to the Board to determine whether to effect a Reverse Stock Split, primarily to try to increase the prevailing market price of our common stock for the following reasons:

We note, however, that if the Board elects to implement the Reverse Stock Split, an increase to the market price of our common stock after the Reverse Stock Split, if any, may be proportionately less than the ratio for the Reverse Stock Split that is selected by the Board, and any such increase may not be sustained and may subsequently decrease to current or lower market prices. Any of these outcomes could reduce or eliminate the intended benefits of, and reasons for effecting, a Reverse Stock Split as described above, including an inability to achieve an increase in the prevailing market price of our common stock and a failure to regain compliance with Nasdaq's minimum bid price rule, and could have other negative effects, including effectively reducing our Company's market capitalization. Moreover, even if the prevailing market price for our common stock increases by a sufficient amount to regain compliance with Nasdaq's bid price rule, we may not be able to maintain such compliance and we may not be able to maintain compliance with Nasdaq's other listing requirements, in which case our common stock may be delisted from the Nasdaq Capital Market even though we effect the Reverse Stock Split. See "Possible Adverse Effects" below for more information.

The Reverse Stock Split is not, and the Board does not intend for it to be, the first step in a series of plans or proposals of a "going private" transaction within the meaning of Rule 13e-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act").

19

Table of Contents

Possible Adverse Effects

As described above, it is expected that a Reverse Stock Split could increase the prevailing market price for our common stock. However, the effect of a Reverse Stock Split on the market price for our common stock cannot be predicted, and the history of similar reverse stock split combinations for companies in like circumstances is varied. In particular, there is no assurance that the price per share thatof our common stock after a Reverse Stock Split is belowimplemented would be between 2 to 10  times, as applicable, or any other multiple of the market valueprice per share of our common stock immediately before the timeReverse Stock Split is implemented. Additionally, even if the market price for our common stock increases immediately after a Reverse Stock Split is implemented, such increased market price may not be maintained for any period of time. Moreover, because some investors or the market generally may have a negative view of reverse stock split combinations similar to the Reverse Stock Split, the implementation of a Reverse Stock Split, or the approval of this Proposal 5 by our stockholders or even the mere fact that we entered intoare asking our stockholders to vote on this Proposal 5 at the Purchase Agreements,Annual Meeting, could adversely impact the market price of our common stock, which was $4.05 per share, then NASDAQ Listing Rule 5635(c)may never exceed or remain in excess of the current market price.

If any of these negative effects were to occur, the intended benefits of a Reverse Stock Split, described under "Reasons for the Reverse Stock Split" above and including primarily our efforts to maintain our listing on the Nasdaq Capital Market, may not be achieved even if the Reverse Stock Split is implemented. If we are not able to maintain our listing on the Nasdaq Capital Market our common stock would consider the difference between $4.05 per sharebe classified as a "penny stock," among other potentially detrimental consequences, and the liquidity and marketability of our common stock, as well as its prevailing market price, could be materially adversely affected by such a delisting and penny stock classification. Any of these outcomes could significantly impact our ability to use our common stock for capital-raising or other purposes, as well as our stockholders' ability to sell their shares of our common stock at prices they deem acceptable or at all. Moreover, the marketability and liquidity of our common stock may worsen after a Reverse Stock Split as a result of the decreased number of shares of our common stock that would be outstanding, which effect could be amplified if the market price of any such issuance to be a form of “equity compensation” to these directors. The following tables showour common stock also does not increase as anticipated. Furthermore, the amountoccurrence of any such equityof these negative effects could effectively reduce our Company's market capitalization, which could materially adversely impact our performance by resulting in potential impairments to our assets, our liquidity by reducing our ability to use our common stock for capital-raising or other purposes, or other aspects of our business.

Moreover, many of these negative effects could also occur if this Proposal 5 is not approved by our stockholders or a Reverse Stock Split is otherwise not implemented. For example, the risk that we may not be able to maintain our listing on the Nasdaq Capital Market is a material potential risk associated with a Reverse Stock Split, but this is also a material and more likely potential risk if no Reverse Stock Split is effected, because the trading price of our common stock would need to increase by a substantial amount in a relatively short period of time in order for us to regain compliance with all of Nasdaq's listing requirements without effecting the Reverse Stock Split. In addition, the risk of worsened marketability and liquidity of our common stock, which is an important potential risk associated with a Reverse Stock Split, is also an important potential risk if no Reverse Stock Split is effected, because the current low market price of our common stock may continue or worsen, particularly if our common stock is delisted and classified as a penny stock.

20

compensation

Board Discretion to Implement a Reverse Stock Split

If this Proposal 5 is approved by our stockholders, a Reverse Stock Split would be effected, if at all, only upon a determination by the Board to effect the Reverse Stock Split, with a ratio among those set forth in this Proposal 5 as determined by the Board and as of an effective time on or before December 31, 2019. Such determination would be based on many factors, including the factors described above that were considered by the Board in determining to approve the solicitation of stockholder approval for this Proposal 5. For example, the Board may determine not to effect the Reverse Stock Split if the trading price of our common stock increases materially before a Reverse Stock Split is effected, if the Board determines to abandon our listing on the Nasdaq Capital Market and establish trading for our common stock on one or more over-the-counter quotation systems, or if the Board determines for any other reason that it is no longer in the best interests of the Company and our stockholders to effect a Reverse Stock Split. As a result, notwithstanding any approval of this Proposal 5 by our stockholders, the Board may, in its sole discretion, determine to abandon the Reverse Stock Split for a period of time or in its entirety. If, however, the Board does not implement the Reverse Stock Split before December 31, 2019, further stockholder approval would be received byrequired in order to implement any reverse stock split.

Effects of a Reverse Stock Split on Our Common Stock

After a Reverse Stock Split, if implemented, each of Messrs. Ravich and Galvin in the Committed Financings, assuming issuance of the maximumour stockholders would own a reduced number of shares to each such director at various prices per share in such financings:

Consequences of Failing to Approve Proposal 2

If our stockholders douniformly, and thus would not, approve Proposal 2, thenin itself, affect any stockholder's percentage ownership in our abilityCompany, except to utilize the Committed Financingsextent the Reverse Stock Split results in a stockholder receiving cash in lieu of an interest in a fractional share, as described below. Similarly, the number of our stockholders would not be limited because we couldaffected by the Reverse Stock Split, except to the extent any stockholder holds only an interest in a fractional share after the Reverse Stock Split and receives cash for such interest rather than any shares of our common stock, as described below. As of March 31, 2019, there were approximately 54 holders of our common stock, including an estimated 4,470 beneficial owners whose shares are held on their behalf by brokers or other nominees.

In addition, proportionate voting rights and other rights of the holders of our common stock would not pursue Committed Financings with our directors who have agreed to participatebe affected by the Reverse Stock Split, except as a result of the payment of cash in such financings iflieu of fractional shares, as described below. For example, a holder of 1% of the price per share is belowvoting power of the market valueoutstanding shares of our common stock immediately before the time we entered intoReverse Stock Split would continue to hold 1% of the Purchase Agreements, which was $4.05 per share.  Depending onvoting power of the market priceoutstanding shares of our common stock at or aroundimmediately after the timeReverse Stock Split.

Also, the number of any such financing,outstanding shares of our common stock and the number of authorized shares of our common stock would be reduced in accordance with the ratio for the Reverse Stock Split selected by the Board from among those set forth in this limitation could materially reduceProposal 5, but the amountpercentage of net proceeds we may be able to obtain from the Committed Financings. To illustrateauthorized shares of our common stock that are issued and outstanding would remain the impact ofsame before and after the Reverse Stock Split is implemented (unless Proposal 4 as described in this limitation, the following table shows the maximum amount of net proceeds we could obtainProxy Statement is also approved and implemented, as described above and as shown in the Committed Financings dependingtables below, and without giving effect to any issuances of shares of our common stock after the Reverse Stock Split is implemented). For example, based on whether or not we are permitted to issuethe 15,945,953 shares of our common stock outstanding on March 31, 2019 and the 20,000,000 shares of our common stock currently authorized under the Restated Certificate, a Reverse Stock Split at a ratio of 1-for-2 would have the effect of reducing the number of outstanding shares of our common stock to approximately 7,972,977 and reducing the number of authorized shares of our directors who have agreedcommon stock to participate10,000,000, thereby reducing the number of authorized but unissued shares of common stock from 4,054,047 to approximately 2,027,023; however, the number of shares of outstanding common stock would remain approximately 80% of the number of shares of authorized common stock both immediately before and immediately after the Reverse Stock Split.  

Further, the Reverse Stock Split would reduce the number of shares of our common stock issuable upon conversion or exercise of outstanding convertible notes, warrants and stock options (and, as applicable, would increase the conversion, exchange or exercise price per share under such convertible notes, warrants and stock options), as well as the number of shares of our common stock reserved for issuance pursuant to equity awards we may grant in the future under the 2013 Plan. In each such financings:case, the number of shares of our common stock would be reduced by the ratio at which the Reverse Stock Split is implemented, and any applicable conversion, exchange or exercise price per share would be increased by the same ratio.

21

Table of Contents

The following tables illustrate the effect of the Reverse Stock Split on our authorized common stock and outstanding and reserved common stock in two possible scenarios (and, for each, with each of the proposed Reverse Stock Split ratios):

If a Reverse Stock Split is implemented, no fractional shares of our common stock would be issued in connection with the Reverse Stock Split. Rather, holders of our common stock who would otherwise receive a fractional share of our common stock as a result of the Reverse Stock Split would instead receive cash in lieu of the fractional share interest, as explained more fully below. As a result, stockholders holding less than 2 to 10  shares of our common stock, as applicable, immediately before the Reverse Stock Split is implemented would be entitled to receive only a fractional share interest as a result of a Reverse Stock Split effected at a ratio of between 1-for-2 and 1-for-10, respectively, and thus these stockholders would receive only cash in lieu of such fractional share interests and would be eliminated as stockholders of our Company as a result of the Reverse Stock Split. Further, some stockholders may own less than one hundred shares of our common stock after a Reverse Stock Split is implemented. Generally, a purchase or sale of less than one hundred shares (a so-called "odd lot" transaction) may result in incrementally higher trading costs through certain brokers, particularly "full-service" brokers. As a result, stockholders who own less than one hundred shares of our common stock following a Reverse Stock Split may be required to pay modestly higher transaction costs if they subsequently determine to sell their shares.

Our common stock is currently listed for trading on the Nasdaq Capital Market. After a Reverse Stock Split, our common stock would continue to trade on the Nasdaq Capital Market (for so long as we are able to maintain compliance with all Nasdaq listing requirements) under the same trading symbol, "CHKE," although Nasdaq would likely add the letter "D" to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split had occurred. Additionally, our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act as a result of this registration. The Reverse Stock Split would have no impact on the continued registration of our common stock under the Exchange Act. Also, our common stock has a CUSIP number, which is an identification number assigned to securities that is primarily used to facilitate clearing and settlement of open market purchase and sale transactions. Although our common stock would be assigned a different CUSIP number as a result of a Reverse Stock Split, a change to this number would not likely have any practical impact on our stockholders because the number would mainly be used by brokers in executing trades. The par value of our common stock, $0.02 per share, would remain unchanged by a Reverse Stock Split.

23

Table of Contents

Cash Payment In Lieu Of Fractional Shares

No fractional shares of our common stock would be issued if the Reverse Stock Split is implemented. Rather, in lieu of any fractional shares to which a holder of our common stock would otherwise be entitled as a result of the Reverse Stock Split, we will pay cash equal to such fraction of a share multiplied by the closing sales price of our common stock as reported by the Nasdaq Capital Market on the date on which the Reverse Stock Split is implemented.

Text and Effectiveness of the Reverse Stock Split

If our stockholders approve the Reverse Stock Split, and if the Board elects to implement the Reverse Stock Split at one of the approved ratios, we would effect the Reverse Stock Split by amending Article IV, Section 4.1 of our Restated Certificate to add the following sentences immediately after the end thereof:

“Effective as of [        ] [a/p].m., Eastern Time, on [        ], 2019 (the "Effective Time"), each [        ] ([        ]) shares of Common Stock of the corporation authorized, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock of the Corporation. No fractional shares shall be issued or recorded in the stock ledger of the Corporation as a result of the reverse stock split provided for in the immediately preceding sentence (the “Reverse Stock Split”), and any holder of the Corporation's Common Stock that would be entitled to receive a fractional share as a result of the Reverse Stock Split shall, in lieu thereof, be entitled to receive cash (without interest or deduction) from the Corporation's transfer agent in lieu of such fractional share interests upon, for any such holder holding the shares in book-entry form, the submission of a transmission letter by the holder or, for any such holder holding the shares in certificated form, the surrender of the holder's Old Certificates (as defined below), in each case in an amount equal to the product obtained by multiplying (i) the most recent closing price per share of the Common Stock as reported on the Nasdaq Capital Market as of the Effective Time (and after giving effect to the Reverse Stock Split on such closing price), by (ii) the amount of the fraction of the fractional share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (collectively, "Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and converted, subject to the elimination of fractional share interests as described above.”

Other than as set forth above, our Restated Certificate as currently in effect would remain unchanged by the amendment to effect the Reverse Stock Split contemplated by this Proposal 5. Please note, however, that our Restated Certificate could also be amended to increase the number of shares of our common stock we are authorized to issue, which we are also requesting our stockholders approve at the Annual Meeting and which is described in Proposal 4 in this Proxy Statement above.

If this Proposal 5 is approved and adopted by our stockholders at the Annual Meeting, it would become effective at the date and time specified in a Certificate of Amendment to our Restated Certificate that we file with the Secretary of State of the State of Delaware and that reflects the amendments to Article IV, Section 4.1 thereof as set forth above. Except as explained with respect to fractional shares, at the effective date and time of the Reverse Stock Split as set forth in the Certificate of Amendment, shares of our common stock that are issued and outstanding immediately before such effective time will be, automatically and without any action on the part of the stockholders, combined and converted into new shares of our common stock in accordance with the ratio of the Reverse Stock Split determined by the Board among the three proposed ratios set forth in this Proposal 5. The approval of this Proposal 5 would grant the Board the authority, in its discretion, to implement the Reverse Stock Split at any time or not at all. If, however, the Board does not implement the Reverse Stock Split before December 31, 2019, then no reverse stock split could be implemented without obtaining further stockholder approval.

24

Table of Contents

Certain Mechanics of a Reverse Stock Split

If a Reverse Stock Split is implemented, we intend to treat beneficial owners of shares of our common stock held in street name in the same manner as registered stockholders whose shares of our common stock are registered in their names. Brokers or other nominees would be instructed to effect the Reverse Stock Split for the beneficial owners whose shares of our common stock they hold on behalf of the beneficial owners; however, these brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. If we implement a Reverse Stock Split and you hold your shares of our common stock in street name, and you have any questions in this regard, we encourage you to contact your broker or other nominee that holds your shares on your behalf.

If we implement a Reverse Stock Split and you hold your shares of our common stock in book-entry form, you would not need to take any action to receive your post-Reverse Stock Split shares of our common stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to receive post-Reverse Stock Split shares of our common stock, a transaction statement indicating the number of such shares that you hold would automatically be sent to your address of record by Computershare Trust Company, N.A., the transfer agent and registrar for our common stock ("Transfer Agent"), as soon as practicable after the effective time of the Reverse Stock Split. In addition, if you are entitled to a payment of cash in lieu of fractional shares, a check would be mailed to you at your address of record as soon as practicable after the effective time of the Reverse Stock Split.

If we implement a Reverse Stock Split and you hold your shares of our common stock in certificated form, you would receive a transmittal letter from our Transfer Agent as soon as practicable after the effective time of the Reverse Stock Split. The transmittal letter would be accompanied by instructions specifying how you could exchange your certificate representing your pre-Reverse Stock Split shares of our common stock for either (1) a certificate representing your post-Reverse Stock Split shares of our common stock, or (2) post-Reverse Stock Split shares of our common stock in book-entry form evidenced by a transaction statement, either of which would be mailed to you at your address of record as soon as practicable after the effective time of the Reverse Stock Split and would reflect the number of shares of our common stock you hold after and as a result of the Reverse Stock Split, and either of which would be mailed together with any payment of cash in lieu of fractional shares to which you may be entitled. Beginning as of the effective time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares of our common stock would be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares.

Each new certificate or book-entry position issued to represent post-Reverse Stock Split shares of our common stock would continue to bear any legends restricting the transfer of such shares that were borne by the certificates or book-entry positions representing the pre-Reverse Stock Split shares of our common stock.

Stockholders should not destroy any stock certificate(s) or transaction statement(s) representing shares of our common stock, and should not submit any stock certificate(s) or other requests for exchange until requested to do so.

If a Reverse Stock Split is implemented, no service charges, brokerage commissions or transfer taxes would be payable by any holder of any certificate that represented pre-Reverse Stock Split shares of our common stock, except that if any certificates evidencing post-Reverse Stock Split shares of our common stock are to be issued in a name other than that in which the certificates for the pre-Reverse Stock Split shares of our common stock are registered, it would be a condition of such issuance that (1) the person requesting the issuance pay to us any transfer taxes payable by reason thereof (or prior to transfer of such certificate, if any) or establish to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the certificate evidencing pre-Reverse Stock Split shares of our common stock is properly endorsed and otherwise in proper form for transfer.

No Appraisal Rights

Under applicable Delaware law, our stockholders are not entitled to appraisal rights with respect to the proposed amendment to our Restated Certificate to effect the Reverse Stock Split.

25

Table of Contents

Accounting Effects

If implemented, as a result of the Reverse Stock Split and at its effective time, the stated capital on our consolidated balance sheet attributable to our common stock would be reduced in proportion to the ratio of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account would be credited with the amount by which the stated capital is reduced. Our stockholders' equity, in the aggregate, would remain unchanged.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizes the material U.S. federal income tax considerations of the Reverse Stock Split that would be expected to apply generally to U.S. Holders (as defined below) of our common stock. This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury Regulations under the Code, and current administrative rulings and court decisions, all of which are subject to change or different interpretation. Any change, which may or may not be retroactive, could alter the tax consequences to our Company or our stockholders as described in this summary. No ruling from the U.S. Internal Revenue Service has been or will be requested in connection with the Reverse Stock Split. No attempt has been made to comment on all U.S. federal income tax consequences of the Reverse Stock Split that may be relevant to particular U.S. Holders, including holders: (1) who are subject to special tax rules such as dealers, brokers and traders in securities, mutual funds, regulated investment companies, real estate investment trusts, insurance companies, banks or other financial institutions or tax-exempt entities; (2) who are subject to the alternative minimum tax provisions of the Code; (3) who acquired their shares in connection with stock options, stock purchase plans or other compensatory transactions; (4) who hold their shares as a hedge or as part of a hedging, straddle, "conversion transaction," "synthetic security," integrated investment or any risk reduction strategy; (5) who are partnerships, limited liability companies that are not treated as corporations for U.S. federal income tax purposes, S corporations, or other pass-through entities or investors in such pass-through entities; (6) who do not hold their shares as capital assets for U.S. federal income tax purposes (generally, property held for investment within the meaning of Section 1221 of the Code); (7) who hold their shares through individual retirement or other tax-deferred accounts; (8) whose shares constitute qualified small business stock with the meaning of Section 1202 of the Code; or (9) who have a functional currency for United States federal income tax purposes other than the U.S. dollar.

In addition, this summary does not address the tax consequences of the Reverse Stock Split under state, local and foreign tax laws. The summary assumes that, for U.S. federal income tax purposes, the Reverse Stock Split will not be integrated or otherwise treated as part of a unified transaction with any other transaction. Furthermore, this summary does not address the tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split, whether or not they are in connection with the Reverse Stock Split.

For purposes of this discussion, a U.S. Holder means a beneficial owner of our common stock who is: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any subdivision thereof; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as described in Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

HOLDERS OF OUR COMMON STOCK ARE ADVISED AND EXPECTED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF THEIR PERSONAL CIRCUMSTANCES AND THE CONSEQUENCES OF THE REVERSE STOCK SPLIT UNDER STATE, LOCAL AND FOREIGN TAX LAWS.

26

Table of Contents

No gain or loss will be recognized by our Company as a result of the Reverse Stock Split. A stockholder who receives solely a reduced number of shares of our common stock pursuant to the Reverse Stock Split will generally recognize no gain or loss. A stockholder who receives cash in lieu of a fractional share interest will generally recognize gain or loss equal to the difference between (1) the portion of the tax basis of the pre-Reverse Stock Split shares allocated to the fractional share interest and (2) the cash received. A stockholder's basis in its post-Reverse Stock Split shares will be equal to the aggregate tax basis of such stockholder's pre-Reverse Stock Split shares decreased by the amount of any basis allocated to any fractional share interest for which cash is received. The holding period of our common stock received in the Reverse Stock Split will include the holding period of the pre-Reverse Stock Split shares exchanged. For purposes of the discussion of the basis and holding periods for shares of our common stock, the Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the pre-Reverse Stock Split shares to the post-Reverse Stock Split shares. U.S. Holders of shares acquired at different times or at different prices should consult their own tax advisors regarding the allocation of tax basis and holding period of the pre-Reverse Stock Split shares to the post-Reverse Stock Split shares. Any gain or loss recognized by a stockholder as a result of the Reverse Stock Split will generally be a capital gain or loss and will be long term capital gain or loss if the stockholder's holding period for the shares of our common stock exchanged is more than one year.

Vote Required and Recommendation of the Board of Directors

Approval of this proposal requires the affirmative vote of a majority of the issued and outstanding shares of our common stock as of the record date at a meeting at which a quorum is present. Abstentions and broker non-votes will have the same effect as a vote “against” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE TO EFFECT A REVERSE SPLIT OF OUR COMMON STOCK.

27

Table of Contents

PROPOSAL 6

APPROVAL OF THE AMENDED AND RESTATED CHEROKEE INC. 2013 STOCK INCENTIVE PLAN

Background

On April 11, 2019, upon the recommendation of our Compensation Committee, the Board approved an amendment and restatement of the Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”, and as so amended and restated pursuant to this Proposal 6, the “Amended Plan”), subject to stockholder approval. The share numbers referenced below do not include the effects of Proposals 4 or 5.

The primary purpose of the Amended Plan is to increase the authorized shares available for issuance thereunder by 600,000 shares. We are asking our stockholders to approve the Amended Plan so that we can continue to use the Amended Plan to achieve the Company’s performance, recruiting, retention and incentive goals. As of March 31, 2019, there were approximately 153,404 shares previously authorized under the 2013 Plan that remained available for awards. Based on our prior grant practices, and assuming future grant practices are consistent with past practice, we expect that the addition of 600,000 shares will be sufficient to provide a competitive equity incentive program for approximately two to three years. If the Amended Plan is not approved by our stockholders at the Annual Meeting, we anticipate exhausting the existing share reserve before the end of Fiscal 2020. Furthermore, if Proposal 4 is not approved, we cannot increase the number of authorized shares of our common stock available for issuance under the Amended Plan as contemplated in this proposal because we will not have a sufficient number of authorized but unissued shares of our common stock available to set aside for issuance under the Amended Plan.

Our stockholders approved the 2013 Plan on June 6, 2016, which was an amendment and restatement of the original Cherokee Inc. 2013 Stock Incentive Plan (the “Prior Plan”), which was originally approved by our stockholders on July 16, 2013. The Prior Plan was an amendment and restatement of the Cherokee Inc. 2006 Incentive Award Plan (except with respect to outstanding awards) (the “2006 Plan”), which was an amendment and restatement of the Cherokee Inc. 2003 Incentive Award Plan (the “2003 Plan”, together with the Prior Plan and the 2006 Plan, the “Predecessor Plans”). No future grants may be awarded under the Predecessor Plans, but outstanding awards previously granted under the Predecessor Plans continue to be governed by its terms. If approved by our stockholders at the Annual Meeting, the Amended Plan will become effective as of the date of stockholder approval, which is currently anticipated to be June 10, 2019, and the term of the Amended Plan will be extended until April 11, 2029, which is the tenth anniversary of the date the Board approved the Amended Plan. If the Amended Plan is not approved by our stockholders at the Annual Meeting, then the 2013 Plan, as approved effective June 6, 2016, will remain in effect with only any shares previously authorized under the 2013 Plan remaining available for future awards under the 2013 Plan.

We strongly believe that the approval of the Amended Plan is essential to our continued success. The Compensation Committee, the Board and management believe that equity awards (i) motivate high levels of performance, align the interests of our personnel and stockholders by giving directors, executive officers, other employees and consultants the perspective of an owner with an equity stake in the Company, and provide an effective means of recognizing their contributions to the success of the Company and (ii) are a competitive necessity in our industry, and are essential to recruiting and retaining the highly qualified key personnel who help the Company meet its goals, as well as rewarding and encouraging current directors, executive officers, other employees and consultants. The Board and management believe that the ability to grant equity awards will be important to the future success of the Company. Accordingly, the Board recommends that stockholders approve the Amended Plan.

A general description of the Amended Plan is set forth below. This description is qualified in its entirety by the terms of the Amended Plan, a copy of which is attached hereto as Appendix A.

28

Table of Contents

Key Data

Outstanding Share and Outstanding Award Information

The following table includes information regarding outstanding equity awards and shares available for future awards under the 2013 Plan as of March 31, 2019 (and without giving effect to approval of the Amended Plan under this Proposal 6):

Because the plan administrator (the “Administrator”) will make future awards at its discretion, the future benefits that will be received under the Amended Plan by particular individuals or groups are not determinable at this time.

The following table shows the total number of stock options, restricted stock units (“RSUs”) and performance stock units issued as of March 31, 2019 to our executives, directors and employees since the initial approval of the 2013 Plan in June 2016.

As of March 31, 2019, no associates of such directors or executive officers have received options, RSUs, restricted shares, or performance stock units under the 2013 Plan. No other person has received or is expected to receive 5% or more of the total stock options or other awards under the 2013 Plan.

The closing price of a share of our common stock on April 11, 2019 was $0.72.

Summary of the Amended Plan

A general description of the Amended Plan is set forth below. This description is qualified in its entirety by the terms of the Amended Plan, a copy of which is attached hereto as Appendix A.

29

Table of Contents

Share Reserve. The maximum number of shares of Company common stock with respect to which awards may be granted under the Amended Plan is being increased by 600,000 shares, from 1,200,000 to 1,800,000. This includes the portion of the following share reserves that remain available for future awards: (i) 1,200,000 shares initially reserved for issuance under the 2013 Plan; (ii) 472,487 shares previously reserved but unissued under the Predecessor Plans; and (iii) shares subject to outstanding awards granted under the Predecessor Plans (up to 0 shares as of March 31, 2019), which may become available for issuance under the Amended Plan if they would have returned to the Predecessor Plans as a result of the forfeiture, termination, repurchase, or expiration of such awards. The number of shares that actually are added to the Amended Plan on account of such forfeitures, terminations, repurchase, expirations net exercise, or tax withholding likely will be substantially fewer than the total number of shares underlying the outstanding Predecessor Plans awards, as it is unlikely that all of the outstanding Predecessor Plans awards will expire or terminate without being exercised or settled.

Share Counting. Any shares covered by an award which is forfeited, canceled or expires shall be deemed not to have been issued for purposes of determining the maximum number of shares which may be issued under the Amended Plan. Shares that have been issued under the Amended Plan pursuant to an award shall not be returned to the Amended Plan and shall not become available for future grant under the Amended Plan, except where unvested shares are forfeited or repurchased by the Company at the lower of their original purchase price or their fair market value. Shares tendered or withheld in payment of an award exercise or purchase price and shares withheld by the Company to pay any tax withholding obligation and Shares purchased in the open market with proceeds of a stock option exercise price shall not be returned to the Amended Plan and shall not become available for future issuance under the Amended Plan. In addition, all shares covered by the portion of a stock appreciation right that is exercised shall be considered issued pursuant to the Amended Plan.

Administration. The Amended Plan is administered, with respect to grants to officers, employees, directors, and consultants, by the Administrator, defined as the Board or one or more committees designated by the Board. The Compensation Committee currently acts as the Administrator. With respect to grants to officers and directors, the Compensation Committee shall be constituted in such limitationa manner as to satisfy applicable laws, including Rule 16b-3 promulgated under the Exchange Act.

No Repricings or Exchanges without Stockholder Approval. The Company shall obtain stockholder approval prior to (i) the reduction of the exercise price of any stock option or the base appreciation amount of any stock appreciation right awarded under the Amended Plan or (ii) the cancellation of a stock option or stock appreciation right at a time when its exercise price or base appreciation amount exceeds the fair market value of the underlying shares, in exchange for another stock option, stock appreciation right, restricted stock or other award (unless the cancellation and exchange occurs in connection with a Corporate Transaction (as described below and as defined in the Amended Plan)). Notwithstanding the foregoing, cancelling a stock option or stock appreciation right in exchange for another stock option, stock appreciation right, restricted stock, or other award with an exercise price, purchase price or base appreciation amount that is equal to or greater than the exercise price or base appreciation amount of the original stock option or stock appreciation right will not be subject to stockholder approval.

Terms and Conditions of Awards. The Amended Plan provides for the grant of stock options, restricted stock, restricted stock units, dividend equivalent rights, stock appreciation rights and cash-based awards (collectively referred to as “awards”). Stock options granted under the Amended Plan may be either incentive stock options under the provisions of Section 422 of the Code, or non-qualified stock options. Incentive stock options may be granted only to employees. Awards other than incentive stock options may be granted to our employees, consultants and directors or to employees, consultants and directors of our related entities. To the extent that the aggregate fair market value of the shares subject to stock options designated as incentive stock options which become exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess stock options shall be treated as non-qualified stock options. Under the Amended Plan, awards may be granted to such employees, consultants or directors who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. Each award granted under the Amended Plan shall be designated in an award agreement.

Because the Amended Plan provides for broad discretion in selecting which eligible persons will participate, and in making awards, the total number of persons who will actually participate in the Amended Plan and the benefits that will be provided to the participants cannot be determined at this time. As of March 31, 2019, we had approximately 43 employees and seven directors.

30

Table of Contents

Awards may be granted subject to vesting schedules and restrictions on transfer and repurchase or forfeiture rights in favor of the Company as specified in the award agreements to be issued under the Amended Plan. Under the Amended Plan, incentive stock options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the grantee, only by the grantee. Other awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the grantee, to the extent and in the manner authorized by the Administrator but only to the extent such transfers are made to family members, to family trusts, to family controlled entities, to charitable organizations and pursuant to domestic relations orders or agreements, in all cases without payment for such transfers to the grantee. Notwithstanding the foregoing, the grantee may designate one or more beneficiaries of the grantee’s award in the event of the grantee’s death on a beneficiary designation form provided by the Administrator.

The Administrator has the authority, in its discretion, to select employees, consultants and directors to whom awards may be granted from time to time, to determine whether and to what extent awards are granted, to determine the number of shares or the amount of other consideration to be covered by each award (subject to the limitations set forth below), to approve award agreements for use under the Amended Plan, to determine the terms and conditions of any award (including the vesting schedule applicable to the award), to amend the terms of any outstanding award granted under the Amended Plan (subject to the limitations described above), to construe and interpret the terms of the Amended Plan and awards granted, to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions, and to take such other action not inconsistent with the terms of the Amended Plan, as the Administrator deems appropriate.

The term of any award granted under the Amended Plan will be stated in the applicable award agreement, provided that the term of an award may not exceed 10 years or five years in the case of an incentive stock option granted to any participant who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us. Notwithstanding the foregoing, the term of an award shall not include any period for which the participant has elected to defer the receipt of the shares issuable pursuant to the award pursuant to a deferral program the Administrator may establish in its discretion.

The Amended Plan authorizes the Administrator to grant incentive stock options at an exercise price not less than 100% of the fair market value of our common stock on the date the stock option is granted (or 110%, in the case of an incentive stock option granted to any employee who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). In the case of non-qualified stock options, stock appreciation rights, and awards intended to qualify as performance-based compensation, the exercise price, base appreciation amount or purchase price, if any, shall be not less than 100% of the fair market value per share on the date of grant. In the case of all other awards granted under the Amended Plan, the exercise or purchase price shall be determined by the Administrator. The exercise or purchase price is generally payable in cash, check, shares or with respect to options, payment through a broker-dealer sale and remittance procedure or a “net exercise” procedure.

Under the Amended Plan, the Administrator may establish one or more programs under the Amended Plan to permit selected participants the opportunity to elect to defer receipt of consideration payable under an award. The Administrator also may establish under the Amended Plan separate programs for the grant of particular forms of awards to one or more classes of participants.

The maximum number of shares with respect to which options and stock appreciation rights may be granted to a participant during a fiscal year of the Company is 100,000 shares. The foregoing limitations shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure, and its determination shall be final, binding and conclusive.

For awards of restricted stock and restricted stock units that were intended to be performance-based compensation under Section 162(m), the maximum number of shares subject to such awards that could be granted to a participant during a fiscal year of the Company is 100,000 shares. The foregoing limitation shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure, and its determination shall be final, binding and conclusive. In addition, the foregoing limitations shall be prorated for any performance period consisting of fewer than 12 months.

31

Table of Contents

The Amended Plan includes the following performance criteria that may be considered by the Administrator when granting performance-based awards with respect to the Company, any Subsidiary, any division or operating unit or any Company brands, groups of brands or specific brands: (i) net proceeds we couldincome, (ii) pre-tax income, (iii) operating income, (iv) cash flow, (v) earnings per share, (vi) return on equity, (vi) return on invested capital or assets, (viii) cost reductions or savings, (ix) funds from operations, (x) appreciation in the fair market value of common stock, (xi) earnings before any one or more of the following items: interest, taxes, depreciation or amortization or (xii) achievement of strategic initiatives.

Certain Adjustments. Subject to any required action by the stockholders of the Company, the number of shares covered by outstanding awards, the number of shares that have been authorized for issuance under the Amended Plan, the exercise or purchase price of each outstanding award, the maximum number of shares or amount that may be granted subject to awards to any participant, and the like, shall be proportionally adjusted by the Administrator in the event of (i) any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification or similar event affecting the shares, (ii) any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company or (iii) any other transaction with respect to our shares including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete), distribution of cash or other assets to stockholders other than a normal cash dividend, or any similar transaction; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.

Corporate Transaction and Change in Control. Effective upon the consummation of a Corporate Transaction (as defined in the Amended Plan), all outstanding awards under the Amended Plan will terminate unless the awards are assumed in connection with the Corporate Transaction. Except as provided otherwise in an individual award agreement, for the portion of each award that is neither assumed nor replaced, such portion of the award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares (or other consideration) at the time represented by such portion of the award, immediately prior to the specified effective date of such Corporate Transaction, provided that the grantee’s continuous service has not terminated prior to such date.

Under the Amended Plan, a Corporate Transaction includes: (i) a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or (ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause (i) hereof or clause (iii) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and (B) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (iii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or (iv) the Company’s stockholders approve a liquidation or dissolution of the Company.

32

Table of Contents

Amendment, Suspension or Termination of the Amended Plan. The Board may at any time amend, suspend or terminate the Amended Plan. The Amended Plan will terminate on the 10 year anniversary on the date the Amended Plan was approved by the Board, which will be April 11, 2029, unless earlier terminated by the Board. To the extent necessary to comply with applicable provisions of federal securities laws, state corporate and securities laws, the Code, applicable rules of any stock exchange or national market system, and the rules of any foreign jurisdiction applicable to awards granted to residents of the jurisdiction, the Company shall obtain fromstockholder approval of any such amendment to the Committed Financings could causeAmended Plan in such a manner and to such a degree as required.

Federal Income Tax Consequences

The following is a general summary as of this date of the federal income tax consequences to us and to failU.S. participants for awards granted under the Amended Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.

Non-qualified Stock Options. The grant of a non-qualified stock option under the Amended Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a non-qualified stock option, the participant is subject to income taxes at the rate applicable to ordinary compensation income on the difference between the option exercise price and the fair market value of the shares at the time of exercise. This income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by Section 162(m) and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participant’s total compensation is deemed reasonable in amount. Any gain or loss on the participant’s subsequent disposition of the shares of common stock will receive long or short-term capital gain or loss treatment, depending on whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any such gain.

A non-qualified stock option can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A non-qualified stock option that does not meet the requirements of Section 409A of the Code can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.

Incentive Stock Options. The grant of an incentive stock option under the Amended Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.

If the participant fails to satisfy our liquidity obligationseither of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she must recognize ordinary income in the year of the disposition. The amount of ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the stock was held for more than one year. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by Section 162(m) and so long as the participant's total compensation is deemed reasonable in amount.

The “spread” under our credit facilityan incentive stock option—i.e., the difference between the fair market value of the shares at exercise and the exercise price—is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the larger amount of taxes. In order to avoid the application of alternative minimum tax with Cerberus,respect to incentive stock options, the participant must sell the shares within the calendar year in which could have material adverse effectsthe incentive stock options are exercised. However, such a sale of shares within the year of exercise will constitute a disqualifying disposition, as described above.

33

Table of Contents

Stock Appreciation Rights. Recipients of stock appreciation rights (“SARs”) generally should not recognize income until the SAR is exercised (assuming there is no ceiling on our business, resultsthe value of operations, financial conditionthe right). Upon exercise, the recipient will normally recognize taxable ordinary income for federal income tax purposes equal to the amount of cash and prospects. fair market value of the shares, if any, received upon such exercise. Recipients who are employees will be subject to withholding for federal income and employment tax purposes with respect to income recognized upon exercise of a SAR. Recipients will recognize gain upon the disposition of any shares received on exercise of a SAR equal to the excess of (i) the amount realized on such disposition over (ii) the ordinary income recognized with respect to such shares under the principles set forth above. That gain will be taxable as long or short-term capital gain depending on whether the shares were held for more than one year. We will be entitled to a tax deduction to the extent and in the year that ordinary income is recognized by the recipient, subject to possible limitations imposed by Section 162(m) and so long as we withhold the appropriate taxes with respect to such income (if required) and the recipient’s total compensation is deemed reasonable in amount.

A SAR also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A SAR that does not meet the requirements of Section 409A of the Code can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.

Restricted Stock. A restricted stock award is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code to the extent the award will be forfeited in the event that the participant ceases to provide services to the Company. As a result your voteof this substantial risk of forfeiture, the recipient generally will not recognize ordinary income at the Special Meetingtime of the award. Instead, the recipient will recognize ordinary income on the date when the stock is important!no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The recipient’s ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the earlier of those two dates.

The recipient may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by timely filing (i.e., within 30 days of the award) an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of award, and the capital gain holding period commences on such date. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the Company.

Restricted Stock Units. With respect to awards of restricted stock units, no taxable income is reportable when the restricted stock units are granted to a participant or upon vesting of the restricted stock units. Upon settlement, the recipient will recognize ordinary income in an amount equal to the value of the payment received pursuant to the restricted stock units. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the Company.

Restricted stock units also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A grant of restricted stock units that does not meet the requirements of Code Section 409A will result in an additional 20% tax obligation, plus penalties and interest to such recipient.

Dividends and Dividend Equivalents. Recipients of stock-based awards that earn dividends or dividend equivalents will recognize taxable ordinary income on any dividend payments received with respect to unvested and/or unexercised shares subject to such awards, which income is subject to withholding for federal income and employment tax purposes. We are entitled to an income tax deduction in the amount of the income recognized by a participant, subject to possible limitations imposed by Section 162(m) and so long as we withhold the appropriate taxes with respect to such income (if required) and the individuals’ total compensation is deemed reasonable in amount.

The Amended Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

Vote Required;Required and Recommendation of Ourthe Board of Directors

The approvalApproval of Proposal 2this proposal requires the affirmative vote of a majority of the votes cast on this proposal at a meeting at which a quorum is present. Abstentions and broker non-votes will have no effect on the proposal by shares present in person or represented by proxy atoutcome of the Special Meeting and entitled to vote on thethis proposal.

Our Board of Directors recommends a voteTHE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” Proposal 2.THE

APPROVAL OF THE AMENDED PLAN PURSUANT TO THIS PROPOSAL.

PROPOSAL 3

CORPORATE GOVERNANCE

APPROVAL OF ONE OR MORE ADJOURNMENTS TO THE SPECIAL MEETING TO ESTABLISH A QUORUM OR TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES CAST IN FAVOR OF PROPOSAL 1 OR PROPOSAL 2

General

If the number of shares of our common stock present in person or represented by proxy at the Special Meeting and voting in favor of Proposal 1 or Proposal 2 is insufficient to approve either such proposal, the chairman of the Special Meeting may move to adjourn or postpone the Special Meeting in order to enable our Board of Directors to continue to solicit additional proxies in favor of these proposals.Director Independence

Our Board of Directors has unanimously determined that iteach of Ms. Baiocchi, Mr. Hull, Mr. Mamanteo, Mr. Ravich and Mr. Longnecker, constituting five of the [       ] directors standing for re‑election at the Annual Meeting, is advisablean independent director within the meaning of applicable rules of the Nasdaq Stock Market (“Nasdaq”). In addition, the Board has determined that each of Mr. Galvin and Mr. McClain, each of whom served as a member of the Board during at least part of Fiscal 2019, is or was an independent director within the meaning of such rules during all periods in our best interest and in the best interestFiscal 2019 when he served.

Board Meetings

The business affairs of our stockholders to seek stockholder approval of one or more adjournments toCompany are managed under the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the timedirection of the Special Meeting cast in favorBoard of Proposal 1 or Proposal 2 to approve either such proposal. As a result, in this Proposal 3, we are asking our stockholders to authorizeDirectors. In Fiscal 2019, the holder of any proxy solicited by our Board of Directors for the Special Meeting to vote in favormet 13 times. Each director attended at least 75% of adjourning or postponing the Special Meeting as necessary or appropriate for these purposes.

If our stockholders approve Proposal 3,  then we would be able to adjourn or postpone the Special Meeting, and any adjourned or postponed sessionall meetings of the Special Meeting, in order to solicit additional proxies in favorBoard and all meetings of the Proposal 1Board committees on which he or she served that were held during Fiscal 2019. We encourage all of our directors to attend our annual meetings of stockholders, and Proposal 2.  In addition, approvalall of Proposal 3 would also enable the adjournmentour then-serving directors attended, in person or postponementby telephone, our 2018 annual meeting of the Special Meeting in the event we receive proxies indicating that a majority of the votes cast on Proposal 1 or Proposal 2 will be voted against either such proposal,  in which case we could adjourn or postpone the Special Meeting without a vote on Proposal 1 or Proposal 2 in order to solicit the holders of those shares to change their votes or to solicit additional favorable votes from other stockholders.

Certain InterestsBoard Committees

As a result of their potential participation in the Committed Financings, Messrs. Galvin and Ravich, directors on ourThe Board of Directors havehas established three standing committees, consisting of an Audit Committee, a direct interest in Proposal 3. SeeCompensation Committee, and a Nominating & Governance Committee. Each of these committees has the description under “The Financings—Investors Participating in the Financings” above for more information.

Vote Required; Recommendation of Ourcomposition and responsibilities described below. The Board of Directors

The approval has also adopted a written charter for each of Proposal 3 requiresthese standing committees, current copies of which are available on our website at www.cherokeeglobalbrands.com on the affirmative vote of a majority ofInvestor Relations page. In addition, the shares present in person or represented by proxy at the Special Meeting, even if less than a quorum.

Our Board of Directors recommends a vote “FOR” Proposal 3.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTmay create additional committees from time to time, including committees relating to pending legal proceedings or other significant corporate matters or committees to approve financing or other strategic transactions.

The following table showssets forth the number of shares of our common stock beneficially owned by, and percentage ownership of, the following:

We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, a person’s beneficial ownership includes any shares that the person has the right to acquire as of or within 60 days after October 5, 2017, through the exercise or conversion of any outstanding stock options or other rights or the vesting of any outstanding restricted stock units (“RSUs”). Such shares that a person has the right to acquire are deemed to be outstanding for the purpose of computing the percentage ownership of that person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As a result, with respect to the Financings, all shares of our common stock issued in the Completed Financing are reflected as beneficially owned, but all shares of our common stock subject to the Warrants or that may be issued in a Committed Financing are not reflected as beneficially owned. All ownership percentages in the table below are based on 13,950,020 shares of our common stock outstanding as of October 5, 2017.

Unless otherwise indicated in the notes to the table below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of our common stock identified as beneficially owned by them, except to the extent authority is shared by spouses under applicable community property laws. Additionally, unless otherwise indicated in the notes to the table below, all information is as of October 5, 2017 and the address of each person is c/o Cherokee Inc., 5990 Sepulveda Boulevard, Suite 600, Sherman Oaks, California 91411.

*Represents beneficial ownership of less than 1%, based on shares of common stock outstanding as of October 5, 2017.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis explains Cherokee’s policies and philosophies regarding executive compensation and the material elements of the compensation awarded to, earned by, or paid to each of Cherokee’s Named Executive Officers in Fiscal 2017. The disclosure included in this compensation discussion and analysis is identical to the disclosure included under the same heading in the proxy statement we delivered to stockholders in connection with our annual meeting of stockholders held on June 22, 2017.

Compensation Policies and Philosophy

The Compensation Committee established and oversees the design and administration of our executive compensation programs. The primary objectives of our executive compensation programs are to:

To achieve these objectives, the Compensation Committee endeavors to implement and maintain compensation packages that are performance‑oriented and designed to link Cherokee’s strategic business objectives, specific financial performance objectives and the enhancement of stockholder returns with the compensation of Cherokee’s executives, including the Named Executive Officers, while also providing competitive guaranteed compensation and opportunities for rewards that attract and retain top‑quality and experienced executives. Our compensation programs seek to accomplish these goals by using a combination of base salary, performance‑based and discretionary cash bonuses, equity compensation, change in control and post‑termination severance benefits and other benefits generally available to all of Cherokee’s employees. The appropriate mix and levels of these compensation components are determined by our Compensation Committee based on the performance of each executive and our Company, within the context of our compensation philosophy and objectives. The Compensation Committee evaluates and determines the performancecomposition of each of our Named Executive Officers considering the following factors, among others as it deems appropriate in its discretion: the executive’s ability to perform assigned tasks; the executive’s knowledge of his or her job; the executive’s ability to work with others toward the achievement of Cherokee’s goals; and internal pay equity among our Named Executive Officers. The Compensation Committee also evaluates corporate performance by considering factors such as Cherokee’s performance relative to the business environment and our competitors and Cherokee’s success in meeting its business and financial objectives. In reviewing these factors for both individual and corporate performance, the Compensation Committee relies on its subjective evaluations of these factors, based on its business judgment and experience.

Process for Establishing Executive Compensation

The Compensation Committee determines Named Executive Officer compensation by drawing on its experience and judgment in establishing compensation programs and pay levels that it believes are appropriately rewarding to our Named Executive Officers and are responsible for a company in our stage of growth, and that otherwise satisfy the principle objectives of our compensation policies and philosophy. The Compensation Committee’s practice is to establish the annual compensation packages for each of our Named Executive Officers inthree standing committees from February 3, 2018, the beginning of each fiscal year, typically in our first fiscal quarter in connection with annual performance reviews. Performing this process after the end of the prior fiscal year allows the Compensation Committee to incorporate data on Cherokee’s performance during the prior year into its analysis and to conduct an assessment of the executives’ contributions to Cherokee’s overall performance. The Compensation Committee then compiles this information to establish annual base compensation and performance‑related incentives and make adjustments to long‑range compensation incentives as it deems appropriate.Fiscal 2019, through April 11, 2019.

Compensation Peer Group

In determining executive compensation packages for Fiscal 2017, the Compensation Committee desired to maintain compensation levels and structure that were substantially consistent with those of Fiscal 2015 and Fiscal 2016. As a result, it did not rely on peer groups, benchmarking, industry surveys or similar tools.

In the third quarter of Fiscal 2017, the Compensation Committee engaged Radford Consulting (“Radford”) to review and assess the Company’s executive and director compensation programs within the context of the competitive market, including assisting in establishing an appropriate group of selected peer companies and comparing Cherokee’s executive and director compensation programs with these peer companies. Selecting a group of our peer companies can be challenging for many reasons, including our relatively small market cap, our relatively low revenues, the limited number of employees we employ and our strategic plan to grow our business. In selecting our peer companies for compensation purposes, the Compensation Committee generally sought to identify companies that are similar to us across one or more key metrics and that, in the Compensation Committee’s view, compete with us for talent. As a result, with the assistance of Radford and with input from management, the Compensation Committee developed a group of peer companies consisting of U.S.-based, stand-alone, publicly traded companies that operate in our industry or with a similar business model and are comparable to us with respect to one or more identified factors, including market capitalization, annual revenues, net income and number of employees, among others. Based on this assessment, the Compensation Committee selected the following companies as our peer companies for compensation purposes, which we refer to collectively as the “Compensation Peer Group”:

Although the Compensation Peer Group was not referenced to establish base compensation packages for our Named Executive Officers for Fiscal 2017 due the timing of Radford’s engagement, the Compensation Committee used information about the executive compensation practices of the Compensation Peer Group to inform compensation decisions about bonus levels and special awards to our Named Executive Officers for Fiscal 2017 and in setting base compensation packages for our Named Executive Officers for Fiscal 2018. The Compensation Committee used data about the Compensation Peer Group to serve as market reference points for a variety of compensation features, including the level of overall compensation and each compensation component, optimum pay mix and the relative competitive landscape of our executive compensation program. In using this data, the Compensation Committee did not strive to benchmark any individual compensation component or total compensation levels to be at any specific percentile relative to the market, as the Compensation Committee believes that benchmarking may not always be the most appropriate tool for setting compensation due to the aspects of our business and objectives that may be unique to us. Rather, the Compensation Committee used the information about the Compensation Peer Group for general compensation comparison purposes, with the goal of setting compensation levels that it believes are commensurate with Cherokee’s scope and performance and the individual performance of each of our Named Executive Officers.

Role of our Chief Executive Officer and Other Executive Officers in Compensation Decisions

For compensation paid to each Named Executive Officer other than the Chief Executive Officer, our Chief Executive Officer reviews, on an annual basis, the performance of each executive officer, as well as the compensation paid to each executive officer for the prior fiscal year. Following this review, our Chief Executive Officer submits to the Compensation Committee his recommendations regarding the compensation to be paid to each Named Executive Officer for the next fiscal year, including recommended salary levels, bonuses and equity awards, as applicable. Following a review of such recommendations, the Compensation Committee takes such action regarding such compensation as it deems appropriate, including approving compensation in an amount it determines is reasonable. The Chief Executive Officer is not involved in discussions about or the determination of any aspect of his own compensation. Ultimately, the Compensation Committee determines and approves the mix and level of compensation for all executives based on its own assessment of factors it deems relevant, including each executive’s and Cherokee’s performance.

Our Chief Executive Officer participates in meetings of the Compensation Committee at the Compensation Committee’s request, other than during executive session or when our Chief Executive Officer’s own compensation is under discussion, to provide:

In addition, our Chief Financial Officer often prepares information for the meetings of the Compensation Committee, including information about our financial performance, and our President and Chief Operating Officer and our Chief Financial Officer participate in Compensation Committee meetings at the Compensation Committee’s request, other than during executive session or when the compensation of such executive officers is under discussion.

Our Chief Executive Officer and our other executive officers also play a significant role in the compensation‑setting process for our non-executive employees by:

Role of Compensation Consultant

In the third quarter of 2016, the Compensation Committee engaged Radford to conduct a full review and assessment of the Company’s executive and director compensation programs within the context of the competitive market. Radford was engaged by and reports solely to the Compensation Committee, and the Compensation Committee has the sole authority to approve the terms of the engagement. Radford did not provide any services to the Company in Fiscal 2017 other than executive compensation consulting services provided to the Compensation Committee. Before engaging Radford, the Compensation Committee determined that Radford is independent, after taking into account the factors set forth in Rule 10C‑1 of the Exchange Act and NASDAQ Marketplace Rule 5605(d)(3).

Review of Stockholder Advisory Votes on Our Executive Compensation

Consistent with the preference of our stockholders, which was expressed at Cherokee’s annual meeting of stockholders held in June 2011, our stockholders currently have the opportunity to cast an advisory vote on our executive compensation annually. At our 2016 annual meeting of stockholders, our executive compensation received a favorable advisory vote from 98% of the votes cast on the proposal at the meeting (which excludes abstentions and broker non-votes). The Compensation Committee believes this approval affirmed stockholders’ support of Cherokee’s approach to executive compensation, and therefore the Compensation Committee did not significantly change our compensation policies, philosophy, structure or levels in Fiscal 2017. The Compensation Committee will continue to consider the outcome of stockholder advisory votes on our executive compensation when making compensation decisions for our Named Executive Officers and in respect of our compensation programs generally.

Components of Compensation

The compensation of our Named Executive Officers consists of four principal components, including base salary, performance‑based and discretionary cash bonuses, equity compensation and change in control and post‑termination severance benefits, and also includes certain other benefits that are generally available to all of Cherokee’s employees. The Compensation Committee views each Named Executive Officer’s compensation holistically as a package, such that a decision to deliver a higher discretionary cash bonus could result in a consequent decision to

grant the Named Executive Officer fewer equity awards. The Compensation Committee sets the mix and levels of these compensation components with the goal of providing appropriate short‑term and long‑term cash and non‑cash compensation to be competitive with companies with which Cherokee competes for talent, attract and retain talented and hard‑working individuals and align their incentives with the interests of our stockholders.

Base Salary

We provide base salaries to recognize the experience, skills, knowledge and responsibilities of our Named Executive Officers, reward individual performance, reward an executive’s contribution to our overall business performance and success in meeting our business and financial objectives, and provide an appropriate retention incentive. The Compensation Committee conducts an annual review of the base salary for each Named Executive Officer, which includes a review of the recommendations of our Chief Executive Officer regarding salary levels for executives other than himself. In considering the base salary of each Named Executive Officer, the Compensation Committee considers the individual and corporate performance factors described above, in addition to other qualitative and quantitative factors it may deem relevant, including the base salary levels for similar executives of the Compensation Peer Group and other information provided by Radford. Typically, a Named Executive Officer’s base salary is increased with additional job responsibility or in light of other factors, but is not intended to be the primary compensation method to reward past performance or incentivize future performance.

The base salaries for our Named Executive Officers for Fiscal 2016, Fiscal 2017 and Fiscal 2018 are as follows:

Cash Bonuses

We periodically pay cash bonuses to Named Executive Officers at the discretion of the Compensation Committee based on the Compensation Committee’s evaluation of performance against various corporate and individual goals and objectives and pursuant to a performance‑based cash bonus plan. In each case, this element of compensation is designed to motivate the Named Executive Officers to meet the business and financial objectives of Cherokee.

Fiscal 2017 Performance Bonus

Pursuant to the terms of Messrs. Stupp’s and Siegel’s employment agreements with us, which are described under “Employment Agreements” below, and pursuant to the Compensation Committee’s determination in May 2014 to also apply the applicable terms to Mr. Boling, each of Messrs. Stupp, Siegel and Boling is eligible to receive a cash performance‑based bonus (the “Performance Bonus”) based on the level of achievement of Cherokee’s EBITDA (defined as net income before interest expense, tax provision, depreciation, and amortization are subtracted, and inclusive of any amounts payable as Performance Bonus) for each fiscal year relative to the EBITDA target included in the budget approved by the Board for such fiscal year (and taking into account any Board approved adjustments to the budgeted EBITDA resulting from any business acquisitions or dispositions consummated during the relevant fiscal year or any other specified unusual or non-recurring transactions or events). The amount of the Performance Bonus is as follows: (i) for Mr. Stupp, $200,000 at 100% achievement, with a minimum bonus of $50,000 at 80% achievement and a maximum bonus of $350,000 at 120% achievement (with linear interpolation between 80% and 120% achievement) and (ii) for each of Messrs. Siegel and Boling, 30% of his then‑current base salary at 100% achievement, with a minimum bonus of 20% of his then‑current base salary at 80% achievement and a maximum bonus of 40% of his then‑current base salary at 120% achievement (with linear interpolation between 80% and 120% achievement). If Cherokee’s EBITDA for a fiscal year is less than 80% of the EBITDA target included in the budget approved by the Board for such fiscal year (and taking into account any Board approved adjustments to the budgeted EBITDA), then none of Messrs. Stupp, Siegel and Boling are entitled to any Performance Bonus for that fiscal year.

The Compensation Committee determined to base the achievement of the Performance Bonus on Cherokee’s EBITDA because this metric provides a basis for measuring Cherokee’s operating performance and profitability based upon its business and assets, without regard to the impact of variations attributable to certain accounting or tax‑related matters.

For Fiscal 2017, Cherokee’s EBITDA was approximately $(1.9) million, which was less than 80% of the EBITDA target that the Compensation Committee had established for this period. As a result, none of Messrs. Stupp, Siegel and Boling was awarded a Performance Bonus for Fiscal 2017.

Fiscal 2017 Discretionary Cash Bonus

The decisions as to whether or not discretionary cash bonuses will be paid and the amounts and timing of such bonuses are tied to the profitability and performance of Cherokee and other factors the Compensation Committee may deem relevant with respect to each Named Executive Officer. For Fiscal 2017, the Compensation Committee did not pre‑establish or communicate to executives any performance targets for discretionary cash bonuses. In determining cash bonus levels, the Compensation Committee reviews our corporate performance and the performance of each Named Executive Officer, which includes a review of the recommendations of our Chief Executive Officer regarding cash bonus levels for executives other than himself . The Compensation Committee also considers internal pay equity factors together with each Named Executive Officer’s qualifications, duties and responsibilities and, with respect to our Chief Executive Officer, his eligibility to receive discretionary cash bonuses as set forth in his employment agreement with us, which is described under “Employment Agreements” below.

For Fiscal 2017, the Compensation Committee determined not to pay any of our Named Executive Officers a discretionary cash bonus for overall performance during the year. However, in December 2016, the Compensation Committee approved special cash bonuses to each Named Executive Officer in recognition of significant efforts in Cherokee’s successful completion of its acquisition of the Hi-Tec and Magnum brands. These special cash bonuses consisted of cash payments of $160,000, $80,000 and $80,000 to Messrs. Stupp, Siegel and Boling, respectively.

Equity Compensation

One of the goals of our executive compensation programs is to motivate long-term performance by aligning the interests of our executives with those of our stockholders. The Compensation Committee believes the use of equity awards offers the best approach for achieving this goal, and has established our equity compensation plans in order to provide certain employees, including our Named Executive Officers, an opportunity to participate in the ownership of our Company. In general, the Compensation Committee develops its equity award determinations based on its judgments as to whether the equity awards provided to our Named Executive Officers appropriately align the interests of our Named Executive Officers with those of our stockholders and are sufficient to retain, motivate and adequately reward our executives on a long-term basis.

Cherokee currently maintains one equity compensation plan, the 2013 Plan, which initially became effective following its approval by our stockholders on July 16, 2013 and which was amended and restated upon approval by our stockholders on June 6, 2016. The 2013 Plan serves as the successor to the 2006 Incentive Award Plan (the “Predecessor Plan”), which terminated concurrently with the approval by our stockholders of the 2013 Plan (except with respect to awards previously granted under the Predecessor Plan that remain outstanding). For more information about the 2013 Plan and the Predecessor Plan, please see “Executive Compensation—Equity Compensation Plans” below.

Types of Awards

We have historically granted our Named Executive Officers the following three types of equity awards under our equity compensation plans, all pursuant to award agreements under the applicable plan:

Stock Options.  Stock option awards afford the recipient the option to purchase shares of our common stock at a stated price per share. Stock option awards granted to our Named Executive Officers are granted under Cherokee’s equity compensation plans with exercise prices equal to or above the market price of Cherokee’s common stock on the

date of grant and generally vest in equal annual installments over two, three or five years beginning on the one-year anniversary of the date of grant, subject to continued service through each vesting date and, to the extent specified in the applicable award agreement, accelerated vesting under certain circumstances. Since stock option awards have value only if the price of Cherokee’s common stock increases over the exercise price, the Compensation Committee believes that stock option awards provide incentives to build stockholder value and thereby align the interests of our Named Executive Officers with those of our stockholders. The Compensation Committee also believes that these awards, which may vest over a period of two or more years, have important retention value.

RSUs.  RSUs are full-value awards that represent the contingent right to receive shares of our common stock upon achievement of stated time‑based vesting criteria. RSUs granted to our Named Executive Officers are granted under Cherokee’s equity compensation plans and generally vest in equal annual installments over three years beginning on the one-year anniversary of the date of grant, subject to continued service through each vesting date and, to the extent specified in the applicable award agreement, accelerated vesting under certain circumstances. As RSUs generally do not require the payment of an exercise price or the satisfaction of other performance criteria in order to vest, the Compensation Committee believes that these awards provide greater certainty of delivering value to our Named Executive Officers, which may be desired in order to reward our Named Executive Officers for achievement of individual or corporate strategic objectives or otherwise strong performance or in light of other factors deemed relevant, such as the terms of other outstanding equity awards, while still incentivizing long‑term performance and providing long‑term retention benefits by delivering value aligned with our stock performance over a three‑year vesting period.

Performance Stock Units.  Performance stock units are a type of RSU that vest in up to three annual installments based on the achievement of a stock price target each year. Each stock price target is calculated using the closing price of the Company’s common stock on the last day of the fiscal year preceding the grant date of the award and adding 10% growth per year, and is measured at the end of each fiscal year in which the award is outstanding. In order to achieve the applicable stock price target, the average of all closing prices during the January preceding the applicable fiscal year‑end must meet or exceed the stock price target. If a stock price target is met, one‑third of the shares subject to the award vest, and if a stock price target for either of the first two years in which an award is outstanding is not met, the portion of the award that would have vested would “roll over” and vest if the stock price target for the following fiscal year(s) in which the award remains outstanding are met, subject in all cases to continued service through each vesting date and, to the extent specified in the applicable award agreement, accelerated vesting under certain circumstances. The Compensation Committee believes this type of award design has several benefits, including, among others, that the awards have a strong performance orientation in that they generally do not vest unless one or more stock price targets are achieved; the awards align the Named Executive Officers’ interests with those of our stockholders, since the awards only vest if stockholders experience an increase in the value of their shares relative to the trading price of the shares on the grant date of the award; the stock price targets are objective, measureable, straightforward, and difficult to manipulate; the awards are only earned following a sustained stock price increase, minimizing the possibility of vesting upon a short‑term stock price spike; and there is no exercise price associated with the awards, so they could have more value delivery potential with less associated dilution than some other types of equity awards.

Award Timing, Mix and Levels

In determining the number and type of equity awards to grant in any fiscal year, the Compensation Committee considers a variety of factors, including the responsibilities and seniority of the Named Executive Officer, the contribution that the Named Executive Officer is expected to make to Cherokee in the coming years and has made to Cherokee in the past, and the size and terms of prior equity awards granted to the Named Executive Officer. The Compensation Committee generally grants equity awards for Named Executive Officers and other employees other than the Chief Executive Officer based on recommendations from the Chief Executive Officer made in connection with annual performance reviews. Decisions regarding these equity awards are typically made at the Compensation Committee’s first fiscal quarter meeting at which executive compensation for the coming year is determined. However, the Compensation Committee may also grant equity awards from time to time based on individual and corporate achievements and other factors it deems relevant, such as for retention purposes or to reflect changes in responsibilities or similar events or circumstances.

Fiscal 2017 Equity Awards

In Fiscal 2017, the Compensation Committee granted each Named Executive Officer performance stock units and special transaction awards, as described below.

Performance Stock Units.  On April 5, 2016, the Compensation Committee approved the grant of performance stock unit awards to Messrs. Stupp, Siegel and Boling pursuant to the 2013 Plan, entitling them to receive up to 10,000, 6,000 and 3,500 shares of Cherokee’s common stock, respectively, in each case over the three years beginning on the last day of Fiscal 2017 and subject to the performance criteria set forth in the applicable award agreements and as described above. Since the price target for Fiscal 2017 was not met, the first one‑third of the shares subject to each award failed to vest on the last day of Fiscal 2017. The Compensation Committee granted these awards to our Named Executive Officers to provide a long-term performance-based incentive following the expiration of performance stock units that were granted in Fiscal 2014 and expired at the end of Fiscal 2016.

Special Transaction Awards.  Along with the special cash bonuses awarded in December 2016, as described under “Cash Bonuses—Discretionary Cash Bonuses” above, the Compensation Committee also approved in December 2016 special transaction equity awards to each Named Executive Officer in recognition of significant efforts in Cherokee’s successful completion of its acquisition of the Hi-Tec and Magnum brands. These special transaction equity awards consisted of stock options to purchase up to 50,000, 30,000 and 20,000 shares of our common stock granted to Messrs. Stupp, Siegel and Boling, respectively. Each stock option award has an exercise price of $11.20 per share, has a contractual term of 3.5 years, and vests in equal annual installments over three years beginning on the one-year anniversary of the date of grant, subject to continued service through each vesting date and accelerated vesting under certain circumstances.

Change in Control and Post‑Termination Severance Benefits

The employment agreements for each of our Named Executive Officers provide them certain benefits if their employment is terminated under specified conditions, including a termination in connection with a change in control of Cherokee. The Compensation Committee believes these benefits are important elements of each Named Executive Officer’s comprehensive compensation package, primarily for their retention value and their alignment of the interests of our Named Executive Officers with those of our stockholders. The details and amounts of these benefits are described under “Executive Compensation—Potential Payments Upon Termination or Change in Control” below.

Other Benefits

Cherokee provides broad‑based benefits that are generally available to all of its employees, including health and dental insurance, life and disability insurance and a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code. Participants in this 401(k) plan are permitted to contribute to the plan through payroll deductions within statutory and plan limits and may select from a variety of investment options, which do not include Cherokee’s common stock. Under this 401(k) plan, Cherokee provides a matching contribution of up to 4% of each participant’s salary per year. In addition, Cherokee annually reviews the perquisites that senior executives receive, and the Named Executive Officers are generally entitled to the same perquisites that are available to all of Cherokee’s employees.

Deductibility of Executive Compensation

It is our policy generally to seek to qualify compensation paid to Named Executive Officers for deductibility under Section 162(m). Section 162(m) generally prohibits us from taking a tax deduction in any tax year for compensation paid to certain executive officers that exceeds $1,000,000, unless the compensation is payable only upon the achievement of pre-established, objective performance goals under a plan approved by our stockholders. We believe the stock option, RSU and performance stock unit awards we have granted to our Named Executive Officers under the 2013 Plan, the Predecessor Plan and our other historical equity compensation plans qualify as performance‑based compensation under Section 162(m), but there is no guarantee that such equity awards, or any other performance‑based compensation paid to our Named Executive Officers, qualify as such. We reserve the discretion to pay compensation to

our executives that may not be deductible if we determine that paying such compensation is in the best interests of Cherokee and our stockholders.

Employment Agreements

We have entered into an employment agreement or offer letter with each of our Named Executive Officers that sets forth the terms of his compensation arrangements as described above and certain other terms of his employment with us. The Compensation Committee determined to enter into employment agreements with each of our Named Executive Officers in light of various factors, including their respective levels of responsibility, the retention value of the agreements, particularly the change in control and post‑termination severance benefits provided in the agreements, and internal pay equity factors.

During Fiscal 2017, the Compensation Committee approved and amended and restated employment agreement with Mr. Stupp, which supersedes and replaces his prior employment agreement with us. The terms of Mr. Stupp’s new employment agreement are substantially similar to those of his prior employment agreement with us, except that (i) the contractual term of the new employment agreement extends until January 31, 2020 (whereas the prior employment agreement’s contractual term expired January 31, 2017), and (ii) the determination of the amount of Mr. Stupp’s Performance Bonus for each fiscal year is based on the level of achievement of the Company’s budgeted EBITDA for the applicable fiscal year after taking into account all adjustments to the budgeted EBITDA that are approved by the Board of Directors, as described under “Cash Bonuses—Fiscal 2017 Performance Bonus” above (whereas the prior employment agreement only took into account adjustments to the budgeted EBITDA resulting from any business acquisitions or dispositions consummated during the applicable fiscal year). Each of Messrs. Stupp’s, Siegel’s and Boling’s employment agreement or offer letter with us is described under “Executive Compensation—Employment Agreements” below.

Summary of Fiscal 2017 Executive Compensation

The following table summarizes the compensation of our Named Executive Officers for Fiscal 2017: