UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  FORM 8-K
 
  Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report: (Date of earliest event reported): April 23, 2019
 
  Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
  Florida
(State or Other Jurisdiction of Incorporation)
 
 
 
 
001-16435
 
59-2389435
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
11215 Metro Parkway, Fort Myers, Florida
 
33966
(Address of Principal Executive Offices)
 
(Zip code)
(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    
On April 24, 2019, Chico’s FAS, Inc. (the “Company”) announced that Shelley G. Broader resigned as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (the “Board”), effective immediately, and that the Board has appointed Bonnie R. Brooks as the Company’s interim President and Chief Executive Officer (“Interim CEO”), effective immediately.
In connection with Ms. Broader’s resignation, the Company has entered into a letter agreement with Ms. Broader, dated as of April 24, 2019 (the “Broader Letter Agreement”), pursuant to which Ms. Broader’s separation from the Company will be treated, for purposes of the Company’s Officer Severance Plan, as an involuntary termination of her employment by the Company that entitles her to receive severance benefits thereunder upon execution and non-revocation of a Separation Agreement and Release with the Company. The foregoing description of the Broader Letter Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement included as Exhibit 10.1 to this Form 8-K.
Ms. Brooks, 65, has served as a member of the Board since 2016. In connection with her appointment as Interim CEO, Ms. Brooks has also been appointed as a member of the Executive Committee of the Board and, in compliance with applicable NYSE rules, has resigned from the Corporate Governance and Nominating Committee of the Board, both effective April 24, 2019.
Ms. Brooks has more than 30 years of global retail executive leadership experience and most recently (January 2014 - December 2016) served as the Vice Chair of Hudson’s Bay Company, a fashion retail group operating through multiple banners, including Hudson’s Bay, Home Outfitters, Lord & Taylor, Saks Fifth Avenue, Saks Off Fifth and Kaufhof. Ms. Brooks joined Hudson’s Bay in 2008 as Chief Executive Officer and President. From 2012 to 2014, Ms. Brooks served as President of Hudson’s Bay Company, responsible for both Hudson’s Bay and Lord & Taylor department stores USA. From 1997 to 2008, Ms. Brooks was based in Hong Kong serving as an executive officer, including as President of the Lane Crawford Joyce Group, a women's fashion retailer with over 500 stores in Asia, and as Global Merchandise Manager for Dickson Concepts (International) Limited, a luxury retail group and owner of Harvey Nichols, UK. Prior to that, Ms. Brooks spent over a decade at Holt Renfrew & Company, a Canada-based fashion department store, in roles that included Executive Vice President and General Merchandise Manager. Ms. Brooks also served on the board of directors of Abercrombie & Fitch Co., a teen apparel retailer. Ms. Brooks currently serves on the board of directors of Rogers Communications Inc., a Canadian diversified communications and media company, and is a trustee of RioCan Real Estate Investment Trust, a North American real estate owner and developer. Ms. Brooks was formerly a director of Empire Company Limited, one of Canada's largest food retailers. She is a member of the Order of Canada.
There are no arrangements or understandings between Ms. Brooks and any other persons pursuant to which Ms. Brooks was selected as an officer, nor are there any family relationships between Ms. Brooks and any of the Company's directors or executive officers. Neither Ms. Brooks nor any related person of Ms. Brooks has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party.
In connection with Ms. Brooks’ appointment as Interim CEO, the Company has entered into a letter agreement with Ms. Brooks, dated as of April 24, 2019 (the “Brooks Appointment Agreement”), which provides for a base compensation of $100,000 per month and a one-time grant of shares of restricted Company common stock (“Restricted Shares”) with a value of $750,000 pursuant to the Company’s Amended and Restated 2012 Omnibus Stock and Incentive Plan, as amended from time to time (as filed as Exhibit 10.55 to the Company’s Form 8-K on June 27, 2017). The Restricted Stock will vest in three substantially equal installments on each of the first, second and third anniversary of April 24, 2019, subject to Ms. Brooks’ continued service as Interim CEO, or following the appointment of a new Chief Executive Officer and President of the Company, Ms. Brooks’ continued service as a member of the Board. Pursuant to the Brooks Appointment Agreement, Ms. Brooks will forfeit any unvested Restricted Shares in the event that she voluntarily resigns her service as Interim CEO prior to the appointment of a new Chief Executive Officer and President of the Company, or she voluntarily resigns from the Board, or refuses to stand for re-election as part of the Board-nominated slate of directors. The Restricted Shares will otherwise immediately fully vest upon Ms. Brooks’ cessation as a member of the Board (except under the circumstances in which the Restricted Shares are otherwise forfeited as described above). Ms. Brooks will not be entitled to any severance compensation or other benefits upon the cessation of her service as Interim CEO and is not currently eligible for an annual bonus or to receive additional equity awards during her service as Interim CEO. During her service as Interim CEO, Ms. Brooks will not be entitled to any compensation for her service as a member of the Board. The foregoing description of the Brooks Appointment Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement included as Exhibit 10.2 to this Form 8-K.








Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits:





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHICO’S FAS, INC.
 
 
 
 
Date: April 24, 2019
 
 
 
 
 
By:
 
 
 
 
 
 
/s/ Todd E. Vogensen
 
 
 
 
 
 
Todd E. Vogensen, Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary




INDEX TO EXHIBITS
 
 
 
 
Exhibit Number
  
Description
 
 
Exhibit 10.1
 
Exhibit 10.2
 
Exhibit 99.1
 



Exhibit 10.1

Chico’s FAS, Inc.
April 24, 2019

Shelley G. Broader, President and CEO
Chico’s FAS, Inc.

Re:     Certain Agreements
Dear Shelley:
This letter will confirm the following mutual agreements between Chico’s FAS, Inc. (the “ Company ”) and you in connection with your resignation of employment from the Company and its subsidiaries and affiliates, effective April 24, 2019 (the “ Separation Date ”).
You agree that your signature below constitutes your resignation, and you hereby resign, effective on the Separation Date, as the President and CEO of the Company, from the Board of Directors of the Company, and from any other positions and appointments you hold with the Company or any of its subsidiaries or affiliates, whether as an officer, director, employee, consultant, trustee, committee member, agent or otherwise.
The Company agrees that for purposes of the Company’s Officer Severance Plan, your separation from the Company shall be treated as an involuntary termination of your employment by the Company that entitles you to severance benefits thereunder.
This letter agreement will be governed by, and enforced in accordance with, the laws of the State of Florida, without regard to the application of the principles of conflicts or choice of laws.


CHICO’S FAS, INC.

By: /s/ David F. Walker
                        Name: David F. Walker, Chair of the Board

Accepted and Agreed:

/s/ Shelley Broader
Shelley Broader


Exhibit 10.2


April 24, 2019

Bonnie Brooks
c/o Chico’s FAS, Inc.
11215 Metro Parkway
Fort Myers, FL 3396

Re:     Appointment as Interim Chief Executive Officer and President
Dear Bonnie:
This letter will confirm your appointment and agreement to serve as Interim Chief Executive Officer and President (“ Interim CEO ”) of Chico’s FAS, Inc. (the “ Company ”), effective April 24, 2019 (the “ Effective Date ”).
During your period of service as Interim CEO (your “ Interim CEO Period ”), you will report directly to the Board of Directors of the Company (the “ Board ”) and perform such duties as may be reasonably assigned to you by the Board. The Company expects that your Interim CEO Period will continue until such time as the Company appoints a new Chief Executive Officer and President; however, your engagement as Interim CEO may be terminated by either you or the Company at any time, for any reason.
Your service as Interim CEO shall not affect your status as a member of the Board; however, during the Interim CEO Period, you will not be entitled to any additional compensation as a result of your service as a member of the Board. You acknowledge that in connection with your appointment as Interim CEO, (i) you will be appointed to the Executive Committee of the Board and (ii) in compliance with applicable NYSE rules, you will resign from the Corporate Governance and Nominating Committee of the Board.
During the Interim CEO Period, you will be paid base compensation (“ Base Compensation ”) at a rate of $100,000 per month, in accordance with the Company’s normal payroll practices. In addition, on the Effective Date, you will receive a one-time grant of 203,252 shares of restricted Company common stock (the “ Restricted Shares ”) pursuant to the Company’s Amended and Restated 2012 Omnibus Stock and Incentive Plan, as amended from time to time (the “ Plan ”). The restricted stock will vest in three substantially equal installments on each of the first, second and third anniversary of the Effective Date, subject to your continued service as Interim CEO or, following the appointment of a new Chief Executive Officer and President, your continued service as a member of the Board. You shall forfeit any unvested Restricted Shares in the event that you voluntarily resign your service as Interim CEO prior to the appointment of a new Chief Executive Officer and President, or you voluntarily resign from the Board, or refuse or decline to stand for re-election as part of the Board-nominated slate of directors. The Restricted Shares will immediately fully vest upon your cessation as a member of the Board except under the circumstances in which the Restricted Shares are forfeited in the immediately preceding sentence. Except as provided above, the grant of Restricted Shares shall be in accordance with the terms of the Plan and the Company’s standard restricted share award agreement applicable to non-employee members of the Board (including with respect to treatment upon a change in control, death, disability and retirement).
The Base Compensation and one-time grant of Restricted Shares described above is intended to constitute your entire compensation during the Interim CEO Period, and absent a subsequent determination by the




Board or its Human Resources, Compensation and Benefits Committee, you will not be eligible for an annual bonus or to receive additional equity awards during the Interim CEO Period. You will not be entitled to any severance compensation or other benefits upon the cessation of the Interim CEO Period.
This letter agreement represents the entire agreement between the Company and you regarding your service as Interim CEO and the compensation arrangements in connection therewith, and it merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature related to that subject matter. This letter agreement may be modified or amended only in a writing signed by you and the Company. This letter agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.
This letter agreement will be governed by, and enforced in accordance with, the laws of the State of Florida, without regard to the application of the principles of conflicts or choice of laws. By executing this letter agreement, you and the Company are waiving any right to trial by jury in connection with any suit, action or proceeding under or in connection with this letter agreement.
To acknowledge your agreement with the foregoing, please execute and date this letter in the space provided below and return the executed original to me.




Chicos, FAS, Inc.


By: /s/ David F. Walker    
                        Name: David F. Walker
                        Title: Board Chair

Accepted and Agreed:


/s/ Bonnie Brooks    
Bonnie Brooks


Exhibit 99.1

CHSPRESSRELEASEANNOUN_IMAGE1.JPG

Chico’s FAS, Inc. Announces CEO Transition Plan

FORT MYERS, Fla., April 24, 2019 – Chico’s FAS, Inc. (NYSE: CHS) (the “Company”) today announced that Bonnie Brooks, former Vice Chair, President and CEO of Hudson’s Bay Company and a current member of the Chico’s FAS Board of Directors, has been appointed Interim CEO of the Company, effective immediately. This appointment follows the resignation of Shelley Broader from her roles as CEO and President, and as member of the Board.

“Bonnie is a successful retail executive and merchant who has led the turnaround of other fashion retailers, and we are pleased to have her step into the CEO role on an interim basis,” said David Walker, Chair of the Board. “Her experience in the industry as well as her time on the Chico’s FAS Board give her a deep understanding of our brands and customers. We are confident that Bonnie will be able to quickly step into the business to benefit the sales, products and merchandising across all of the Company’s brands as the Board continues its search for a permanent CEO with a strong apparel track record.”

Mr. Walker further commented, “On behalf of the Board, I would like to thank Shelley for her many contributions to Chico’s FAS over the past three and a half years. We appreciate the significant operating improvements she initiated and implemented and wish her well in her future endeavors.”

Ms. Brooks said, “One of our company’s key competitive advantages is the loyalty and strength of the core customer. We look forward to tapping into this further, and more aggressively, to enhance the growth and positioning of our Chico’s, White House Black Market, Soma and our newest brand, TellTale TM . We have dedicated associates across the organization, and I look forward to working with them as Interim CEO.”



Chico’s FAS has engaged Herbert Mines Associates to search for a permanent CEO and President. The Board Search Committee is Chaired by Bill Simon, a member of the Chico’s FAS Board since 2016 and previously President and CEO of Walmart U.S. and Executive Vice President of Walmart Stores, Inc. Janice Fields, a member of the Company’s Board since 2013 and formerly President of McDonald's USA, LLC, and Ms. Brooks also serve on the Committee .

About Bonnie Brooks
Ms. Brooks has been a member of the Chico’s FAS Board since 2016. She has more than 30 years of global retail executive leadership experience. From 2014 to 2016, she served as the Vice Chair of Hudson's Bay Company, a fashion retail group operating through multiple banners, including Hudson's Bay, Home Outfitters, Lord & Taylor, Saks Fifth Avenue, Saks Off Fifth and Kaufhof. Ms. Brooks joined Hudson's Bay in 2008 as Chief Executive Officer and President. From 2012 to 2014, Ms. Brooks served as President of Hudson's Bay Company, responsible for both Hudson's Bay and Lord & Taylor department stores USA. From 1997 to 2008, Ms. Brooks was based in Hong Kong serving as an executive officer, including as President of the Lane Crawford Joyce Group, a women's fashion retailer with over 500 stores in Asia, and as Global Merchandise Manager for Dickson Concepts (International) Limited, a luxury retail group and owner of Harvey Nichols, UK. Prior to that, Ms. Brooks spent over a decade at Holt Renfrew & Company, a Canada-based fashion department store, in roles that included Executive Vice President and General Merchandise Manager.

Ms. Brooks also serves on the Board of Directors of Rogers Communications Inc., a Canadian diversified communications and media company, and she is a trustee of RioCan Real Estate Investment Trust, a North American real estate owner and developer. Ms. Brooks was formerly a director of Abercrombie & Fitch Co.

ABOUT CHICO'S FAS, INC.
The Company, through its brands – Chico's, White House Black Market and Soma is a leading omnichannel specialty retailer of women's private branded, sophisticated, casual-to-dressy clothing, intimates and complementary accessories.

As of February 2, 2019, the Company operated 1,418 stores in the U.S. and Canada and sold merchandise through 83 international franchise locations in Mexico. The Company's merchandise is also available at www.chicos.com, www.chicosofftherack.com, www.whbm.com and www.soma.com as well as through third party channels. For more detailed information on the Company, please go to our corporate website at


www.chicosfas.com. The information on our corporate website is not, and shall not be deemed to be, a part of this press release or incorporated into our federal securities law filings.

Contact:
Julie Lorigan
Vice President – Investor Relations,
Public Relations and Corporate Communications
Chico’s FAS, Inc.
Julie.Lorigan@chicos.com
(239) 346-4199


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements, including without limitation the statements in Mr. Walker’s and Ms. Brooks’ quotes, relate to, among other things, expectations, estimates and projections regarding the Company’s new leadership and initiatives and are identified by use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “outlook,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” “potential” and similar terms. Factors that could cause actual results to differ include, but are not limited to: the extent of the market demand and overall level of spending for women’s private branded clothing and related accessories; the effectiveness of our brand awareness and marketing programs; the ability to successfully execute and achieve the expected results of our business strategies and particular strategic initiatives (including, but not limited to, the Company’s retail fleet optimization plan, Chico’s brand improvement plan and expanded review of the Company’s operations); and the risk that our investments in merchandise or marketing initiatives may not deliver the results we anticipate. Other risk factors for the Chico’s FAS, Inc.’s business are detailed from time to time in the Chico’s FAS, Inc.’s Quarterly Reports on Form 10-Q, Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. These factors should be considered in evaluating forward‑looking statements contained herein.