Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On April 28, 2009, our stockholders approved the Charlotte Russe Holding, Inc. 2009 Equity Incentive Plan, or the Plan, at our 2009 Annual Meeting of Stockholders. A copy of the Plan is attached hereto as Exhibit 99.1 and the terms of the Plan are hereby incorporated by reference into this Item 5.02(e).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Charlotte Russe Holding, Inc. 2009 Equity Incentive Plan

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