0000897429 2020-02-10 2020-02-10


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): February 10, 2020
 
 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
CHS
New York Stock Exchange
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 February 13, 2020, Chico’s FAS, Inc. (the “Company”) appointed David M. Oliver as Interim Chief Financial Officer and interim principal financial officer of the Company, effective immediately. Mr. Oliver, age 62, has served as the Company’s Senior Vice President - Finance, Controller and Chief Accounting Officer since 2012. Prior to joining the Company, Mr. Oliver held various finance roles with SUPERVALU Inc., a retail and wholesale grocery chain, including Chief Financial Officer - Supply Chain Services, Vice President, Corporate Controller and Vice President, Investor Relations from 2004 to 2012. Mr. Oliver also served as an executive finance officer at the Arden Group, Inc. and The Vons Companies, Inc., both food supermarket retailers, as well as Audit Manager and CPA at the accounting firm Arthur Andersen. Mr. Oliver is a Certified Public Accountant.
In connection with his appointment, Mr. Oliver and the Company have entered into a compensation adjustment letter agreement pursuant to which, in addition to his annual base salary of $375,000, Mr. Oliver will receive a $10,000 monthly bonus, less applicable taxes, for each month that he serves as Interim Chief Financial Officer. There are no arrangements or understandings between Mr. Oliver and any other person pursuant to which he was appointed, nor are there are any family relationships between Mr. Oliver and any of the Company's directors or executive officers. Mr. Oliver does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Effective February 10, 2020, Jennifer L. Ellis, relinquished her role as Interim Chief Financial Officer and interim principal financial officer of the Company.


Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits:
Exhibit 10.1
  
Exhibit 104
 
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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: February 13, 2020
 
 
 
 
 
By:
 
 
 
 
 
 
/s/ Gregory S. Baker
 
 
 
 
 
 
Gregory S. Baker, Senior Vice President, General Counsel and Corporate Secretary




INDEX TO EXHIBITS
 
 
 
 
Exhibit Number
  
Description
 
 
Exhibit 10.1
  
Exhibit 104
 
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Amendment Flag
false
Entity Central Index Key
0000897429



Exhibit 10.1






DOINTERIMCFOLETTER213_IMAGE1.JPG



February 13, 2020

David Oliver
XXXXX XXXXX
XXXXX, XX XXXXX

Dear David:

We are pleased to offer you the following details regarding your interim position.

Position:        Interim Chief Financial Officer and Senior Vice President, Controller

Reports to:    Bonnie Brooks, CEO and President of Chico’s, FAS, Inc.

Start date:    Effective February 13, 2020

Base Salary:    $375,000.00 annually

Bonus:
You will receive a $10,000 bonus, less applicable taxes, for each month or partial month that you are in the interim position, effective February 13, 2020.

All other aspects of your compensation will remain the same.

I wish you continued success at Chico’s. Please indicate your acceptance to this interim position by signing below and returning to my attention.

Sincerely,



Bonnie Brooks
President and CEO
Chico’s FAS, Inc.


Accepted by: /s/ David M. Oliver                            Date: February 13, 2020