0000897429 2020-04-24 2020-04-24


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 24, 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 April 29, 2020, Chico’s FAS, Inc. (the “Company”) announced a leadership transition, effective June 24, 2020, designed to strengthen and provide ongoing stability and continuity to the business, and to further support the Company’s future, including the following:
•
Molly Langenstein, current President, Apparel Group, will become Chief Executive Officer (“CEO”) and President of the Company and join the Board of Directors (the “Board”);
•
Bonnie R. Brooks will transition from CEO and President of the Company to Executive Chair of the Board; and
•
Director William S. Simon will become lead independent director of the Board.
Ms. Langenstein, 56, has served as President, Apparel Group since August 1, 2019. She will be appointed to the Board, effective June 24, 2020, at which time the size of the Board will be increased by one. Previously, she served as General Business Manager, Ready-to-Wear at Macy’s, Inc. (“Macy’s”) from 2017 to 2019. Previously, she served as Chief Private Brands Officer of Macy’s and Bloomingdales from 2015 to 2017. Prior to that role, Ms. Langenstein served as Executive Vice President of Private Brands for Men’s and Children’s Wear at Macy’s Private Brands from 2013 to 2014. Earlier, her career at Macy’s included assignments as General Merchandise Manager for Men’s and Kids at Macy’s Florida (Miami), for Millennial at Macy’s West (San Francisco) and for Ready-to-Wear at Macy’s North (Minneapolis). She began her work in the apparel retail industry as a buyer at Burdines.
There are no arrangements or understandings between Ms. Langenstein and any other persons pursuant to which Ms. Langenstein was selected as an officer, nor are there any family relationships between Ms. Langenstein and any of the Company's directors or executive officers. Neither Ms. Langenstein nor any related person of Ms. Langenstein 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. Langenstein’s appointment as CEO and President, the Company has entered into a letter agreement, dated as of April 27, 2020, with Ms. Langenstein (the “Langenstein Letter Agreement”), which provides for an annual salary and certain other benefits. Pursuant to the Langenstein Letter Agreement, Ms. Langenstein’s base salary is $1,000,000, prorated for fiscal 2020 for her time as CEO and President and subject to annual increases as set from time to time by the Company’s Board and further subject to the 50% reduction in base salary applicable to all executive officers beginning April 5, 2020 until further notice. Ms. Langenstein is also eligible for an annual bonus under the Company’s Management Bonus Plan with a target of 120% of her base salary earned during the fiscal 2020 performance period as CEO and President, and a payout range from 0% to 200% of her target, which is contingent upon the achievement of corporate and financial objectives. Ms. Langenstein’s annual bonus will be prorated, using target percentage and base salary earned during the fiscal 2020 performance period as President, Apparel Group prior to June 24, 2020. Additionally, Ms. Langenstein will be awarded an equity grant in July 2020, intended to cover the seven months of fiscal 2020 during which she will be CEO and President. Fifty percent of the grant will be awarded as restricted shares, which will vest over a three-year period with one-third vesting each year on the anniversary of the grant date. The remaining 50% (valued at target) will be in the form of performance share units (“PSUs”) that will vest on March 1, 2023, with a payout range from 0% to 150% of the target PSUs awarded, and with the actual number of PSUs earned based on the Company’s financial performance. All other aspects of Ms. Langenstein’s compensation and benefits remain in accordance with her employment letter agreement, dated as of July 15, 2019. The foregoing description of the Langenstein Letter Agreement is qualified in its entirety by reference to the full text of such agreement included as Exhibit 10.1 to this Current Report on Form 8-K.
Ms. Brooks, 66, has served as CEO and President of the Company since July 30, 2019 after serving as Interim CEO and President from April 24, 2019 to July 30, 2019. Ms. Brooks’ biographical information is set forth in the Company's Proxy Statement for the 2019 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on May 10, 2019, which information is incorporated herein by reference.
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 Executive Chair, the Company has entered into a letter agreement with Ms. Brooks, dated as of April 27, 2020 (the “Brooks Letter Agreement”), which provides for an annual salary and certain other benefits. Pursuant to the letter agreement, Ms. Brooks’ base salary is $500,000, prorated for fiscal 2020 for her time as Executive Chair and subject to annual increases as set from time to time by the Company’s Board and further subject to the 50% reduction in base salary applicable to all executive officers beginning April 5, 2020 until further notice. Ms. Brooks is also eligible for an annual bonus under the Company’s Management Bonus Plan with a target of 100% of her base salary earned during the fiscal 2020 performance period as Executive Chair, and a payout range from 0% to 200% of her target, which is




contingent upon the achievement of corporate and financial objectives. Ms. Brooks’ annual bonus will be prorated, using target percentage and base salary earned during the fiscal 2020 performance period as CEO and President prior to June 24, 2020. All other aspects of Ms. Brooks’ compensation and benefits remain the same as outlined in the employment offer letter, dated as of July 18, 2019, between Ms. Brooks and the Company, except as to equity grants which are not part of her compensation for the Executive Chair role and paid-time-off policies, which are not applicable. While serving as Executive Chair, Ms. Brooks will not receive separate compensation for her service as a director of the Company. The foregoing description of the Brooks Letter Agreement is qualified in its entirety by reference to the full text of such agreement included as Exhibit 10.2 to this Current Report on Form 8-K.
In connection with the Company’s planned reorganization, on April 28, 2020, Mary van Praag, who has served as President, Intimates Group, was notified of her termination of employment as a result of the Group President structure being eliminated. The termination is effective as of May 1, 2020. Also, on April 28, 2020, Ann E. Joyce, who has served as Chief Operations Officer, was notified of her termination of employment as a result of her position being eliminated. The termination is effective as of May 1, 2020. In consideration for executing a release agreement, each of Ms. van Praag and Ms. Joyce will be entitled to separation payments equal to six months of base salary, at the current 50% reduction applicable to all executive officer salaries, and payment of health benefits premiums for six months. Ms. Van Praag’s and Ms. Joyce’s unvested restricted stock and PSUs will not receive accelerated vesting and will be forfeited as of May 1, 2020.
Item 7.01 Regulation FD Disclosure.
Lead Independent Director Appointment
In connection with Ms. Brooks’ appointment as Executive Chair of the Board, on April 24, 2020, the Board appointed William S. Simon as the Board’s lead independent director, effective June 24, 2020. As lead independent director, Mr. Simon will receive an annual retainer of $35,000, in addition to other the compensation he receives as a non-employee director. David F. Walker, who has served as Chair of the Board since 2015, will remain a member of the Board.
Organizational Restructure
As part of the Company’s ongoing strategy to improve its ability to sustain the long-term health of the business and preserve financial flexibility during the COVID-19 crisis, on April 29, 2020, the Company announced a significant restructure of the overall organization, including eliminating 27% of the Company’s officer-level positions and reducing headquarters and field leadership positions by 26%. The Company expects this initiative to be substantially complete in the second quarter of 2020 and that it will yield annualized operating expense savings of approximately $30 million.
Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits:
Exhibit 10.1
  
Exhibit 10.2
  
Exhibit 99.1
  
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: April 29, 2020
 
 
 
 
 
By:
 
 
 
 
 
 
/s/ David M. Oliver
 
 
 
 
 
 
David M. Oliver, Interim Chief Financial Officer and Senior Vice President, Controller




INDEX TO EXHIBITS
 
 
 
 
Exhibit Number
  
Description
 
 
Exhibit 10.1
  
Exhibit 10.2
  
Exhibit 99.1
  
Exhibit 104
 
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Amendment Flag
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Entity Central Index Key
0000897429




 

Exhibit 10.1
April 27, 2020            
Ms. Molly Langenstein

Dear Molly:

It is with great pleasure that we offer you the opportunity to continue with Chico’s FAS, Inc. as our Chief Executive Officer and President (“CEO”). Please let this letter serve as an offer for this position and your acceptance of that offer. The following will outline the specifics:

Position:            CEO

Reports to:           Chico’s FAS, Inc.’s Board of Directors (the “Board”)

Start Date:         June 24, 2020

Base Salary:     $1,000,000.00 annually
Position:
In your capacity as CEO, your authority and duties will be commensurate with those customarily exercised by the chief executive officer of a company. Your specific duties will be determined by the Board.
You will be expected to devote your full working time to the successful conduct of the business of Chico’s. Subject to the approval of the Chico’s FAS, Inc. Board, you may serve on one or more outside boards of directors or trustees for private companies or organizations.
Incentive Cash Bonus:
Target of 120% of base salary earned during the remainder of the FY20 performance period (June 24, 2020 through January 2021), which is contingent upon the achievement of corporate financial objectives. For February to June 24, 2020, your annual bonus will be prorated based on your target bonus and performance in the President, Apparel Group role.

The terms of the bonus, including eligibility, payouts and objectives are subject to the Management Bonus Plan and may be modified by the Board of Directors from time to time. All payouts are based on fiscal year business results and can vary from zero (0) to a maximum of 200% of your target bonus potential. Bonus is typically paid in March, after the conclusion of the fiscal year.

Equity Grants: 
Following your commencement of this role, you will receive an equity award. The award is in addition to the 250,000 equity grant you received in March 2020. The award is as follows:

Grant Date: July 1, 2020

Grant Amount: 328,125 shares; at a $4 stock price, this is equivalent to $1,312,500.

Fifty percent of the grant will be awarded as restricted shares. The shares will vest over a three-year period with one-third of the restricted stock grant vesting on each anniversary of the grant date.
The balance of the grant (50 percent, based on target amount) will be in the form of Performance Share Units (“PSUs”). The PSUs will vest on March 1, 2023, contingent upon the achievement of corporate financial objectives. You will have the opportunity to earn between 0% and 150% of the target PSUs awarded, with the actual number of PSUs earned based on the company’s financial performance.

Chico's FAS Inc. · 11215 Metro Parkway · Fort Myers, Florida 33966 · (239) 277-6200

 

All PSUs and RSAs are governed by and subject to the terms and conditions of Chico’s FAS, Inc.’s 2020 Omnibus Stock and Incentive Plan. You will be eligible for additional equity awards beginning in March 2021 at the discretion of the Human Resources, Compensation and Benefits Committee of the Board.
All other aspects of your compensation and benefits remain the same as outlined in your July 15, 2019 offer letter, except as to any sign-on bonus. The terms of this offer letter are also subject to the terms of the letter agreement dated March 31, 2020 agreeing to reduce your base salary by 50% beginning April 5, 2020 until further notice.
Chico’s is an at-will employer. That means that either you or the company are free to end the employment relationship at any time, with or without notice or cause. By accepting our offer of employment, you acknowledge the at-will nature of our relationship. Additionally, you represent that you are not a party to any agreement that would bar or limit the scope of your employment with us.
Please indicate your acceptance of the above by signing below and returning to my attention.

Sincerely,
 
/s/ Bonnie Brooks
Bonnie Brooks
Chief Executive Officer and President
Chico’s FAS, Inc.
 

Accepted By:     /s/ Molly Langenstein
    Molly Langenstein

Date:         April 29, 2020


Chico's FAS Inc. · 11215 Metro Parkway · Fort Myers, Florida 33966 · (239) 277-6200

 

Exhibit 10.2
April 27, 2020            
Ms. Bonnie Brooks

Dear Bonnie:

It is with great pleasure that we offer you the opportunity to continue with Chico’s FAS, Inc. as the Executive Chair of our Board of Directors. Please let this letter serve as an offer for this position and your acceptance of that offer. The following will outline the specifics:

Position:            Executive Chair of the Board of Directors of Chico’s FAS, Inc.

Reports to:           Board of Directors of Chico’s FAS, Inc.

Start Date:         June 24, 2020, subject to work authorization

Base Salary:     $500,000.00 annually
Incentive Cash Bonus:
Target of 100% of base salary earned during the remainder of the FY20 performance period (June 24, 2020 through January 2021), which is contingent upon the achievement of corporate financial objectives. For February to June 24, 2020, your annual bonus be prorated based on your target bonus and performance in your Chief Executive Officer and President role.

The terms of the bonus, including eligibility, payouts and objectives are subject to the Management Bonus Plan and may be modified by the Board of Directors from time to time. All payouts are based on fiscal year business results and can vary from zero (0) to a maximum of 200% of your target bonus potential. Bonus is typically paid in March, after the conclusion of the fiscal year.
All other aspects of your compensation and benefits remain the same as outlined in your July 18, 2019 offer letter, except as to equity grants which are not part of your compensation for this role and PTO policies which are not applicable. In this role, you will not receive separate compensation for your service as a director of the Company. The terms of this offer letter are also subject to the terms of the letter agreement dated March 31, 2020 agreeing to reduce your base salary by 50% beginning April 5, 2020 until further notice.
Please indicate your acceptance of the above by signing below and returning to my attention.

Sincerely,
 
/s/ David Walker
David Walker
Chairman of the Board of Directors
Chico’s FAS, Inc.
 
Accepted By:     /s/ Bonnie Brooks
    Bonnie Brooks

Date:         April 29, 2020

Chico's FAS Inc. · 11215 Metro Parkway · Fort Myers, Florida 33966 · (239) 277-6200
Exhibit 99.1

PRESSRELEASE1APRIL30D_IMAGE1.JPG
Molly Langenstein Promoted to CEO and President of Chico’s FAS

Current CEO and President Bonnie Brooks to Become Executive Chair
William (Bill) Simon to Become Lead Independent Director
FORT MYERS, Fla. – April 29, 2020/PRNewswire/ -- Chico’s FAS (NYSE: CHS) today announced the promotion of Molly Langenstein to CEO and President of Chico’s FAS, effective June 24, 2020. Ms. Langenstein is a 30-year retail fashion veteran with a proven track record of success in revitalizing sales and profitability. Since August 2019, Ms. Langenstein has served as President of the Company’s two largest brands, Chico’s and White House Black Market. The Company recently posted one of the fastest turnarounds in fashion retail with three consecutive quarters of unprecedented growth with a 9.4% increase in sales from Q1 to Q4 of fiscal year 2019 prior to the COVID-19 pandemic.
The Company also announced that current CEO and President Bonnie Brooks, who stepped into her role in April 2019 to lead the Company’s turnaround, will now become Executive Chair of the Board of Directors and continue to oversee the Company’s strategic direction. William (Bill) Simon, a member of the Board and former President and CEO of Walmart U.S. and senior advisor to KKR private equity firm, will assume the role of Lead Independent Director. David Walker, who has served as Chair of the Board for the past five years, will remain a member of the Board of Directors. Ms. Langenstein also will become a member of the Board of Directors. All appointments are effective June 24, 2020.
These three new simultaneous leadership appointments are the result of a planned succession designed to strengthen and provide ongoing stability and continuity to the business, and to further support the Company’s future.
“Molly joined the Company in August to reposition and rebuild our two significant apparel brands. She has proven to be an exceptional leader who quickly seized the immediate opportunities of improving product assortments, driving sales, and recruiting senior talent, particularly in merchandising, digital and marketing,” said Ms. Brooks.
Ms. Brooks added: “Throughout the fall period, the Company demonstrated its capacity to dramatically change its performance trajectory, which continued strongly into the pre-COVID-19 spring season. Molly has shown superb leadership during both this high growth phase and particularly in the current environment, as we pivot to a post-COVID-19 operating model. The new culture of agility, and the ability to grow sales while reducing expenses, has already served us well during this period, and I am confident we have a path forward for a sustainable future with Molly at the helm of the Company.”


As President of Chico’s and White House Black Market for the past nine months, Ms. Langenstein led the apparel group, including its brick-and-mortar boutiques and digital platforms, while increasing sales, product quality and elevating taste and style.
“I’m honored to lead this company of customer and product obsessed people and three unique brands, each thriving in their own market white space to provide solutions that women say give them confidence and joy,” said Ms. Langenstein. “Starting next week, all three brands will begin to open stores in a phased rollout to immediately deliver sales.”
Ms. Langenstein added: “We have operated primarily as a digital company. We equipped our store management with Style Connect, our proprietary digital styling tool, to communicate directly with many of our customers to drive sales to digital fulfillment. Both our digital performance and our customers comments demonstrate that our investments in innovative technology have benefited our business, which we will continue to enhance in our post-COVID-19 operating model.”
In addition to these appointments, the Company today announced a significant restructure of the overall organization, primarily to achieve a leaner, streamlined structure more efficiently aligned to the needs of the business, and to achieve meaningful cost reductions of approximately 30 percent across the Company.
As previously announced on April 27, Chico’s FAS has a strong financial position consisting of cash, investments and undrawn funds available in its asset-based credit facility along with wholly-owned significant real estate assets of multiple distribution centers and office buildings. In addition, the Company has taken prudent actions to reserve cash and to significantly reduce overall expenses, to ensure it remains strong during this period.

Store Reopening Rollout Plan
In addition, starting on May 4, Chico’s FAS will reopen its boutiques for three additional types of revenue generation: the fulfillment of national online orders through store inventories; reintroducing buy-online-pick up in store (BOPIS) with contactless curbside pickup service; and introducing a new shop-by-appointment service for each of its Chico’s, White House Black Market and Soma brands.
These new offerings will be available in locations that are allowing retailers to reopen on a limited basis and will be consistent with all local health and safety guidelines and regulations.

Style Connect, the Company’s proprietary digital styling tool, has been a significant enabler of the above reopening activities and has contributed to the robust digital sales during the temporary store closure period for the Company.

Earnings Call and Annual General Meeting of Shareholders Correction
The Company today announced that its conference call to review first quarter 2020 financial results will be held on June 10, 2020.

In a previous press release, the Company’s 2020 Annual Meeting of Shareholders was incorrectly communicated as being scheduled on June 24, 2020. The correct date of the Company’s 2020 Annual Meeting of Shareholders is June 25, 2020 and it will be held as a virtual meeting.


ABOUT CHICO'S FAS, INC.
Chico’s FAS is a Florida-based fashion company founded in 1983 on Sanibel Island, Fla. The Company reinvented the fashion retail experience by creating fashion communities anchored by our Most Amazing


Personal Service, which put the customer at the center of everything we do. As one of the leading fashion retailers in North America, Chico’s FAS is a company of three unique brands – Chico’s, White House Black Market and Soma – each thriving in their own white space, founded by women, led by women, providing solutions that millions of women say give them confidence and joy.

Our Company has a passion for fashion, and each day, we provide clothing, shoes and accessories, intimate apparel and expert styling in our brick-and-mortar boutiques, digital online boutiques and through Style Connect, the Company’s proprietary digital styling tool that enables customers to conveniently shop wherever, whenever and however they prefer.

As of February 1, 2020, the Company operated 1,341 stores in the U.S. and Canada and sold merchandise through 70 international franchise locations in Mexico and 2 domestic franchise airport locations. The Company's merchandise also is available at www.chicos.com, www.chicosofftherack.com, www.whbm.com, www.soma.com and www.mytelltale.com.

To learn more about Chico’s FAS, visit www.chicosfas.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press 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 quotes from Ms. Brooks and Ms. Langenstein relate to expectations and projections regarding the Company’s future performance and may include the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “outlook,” “project,” “should,” “strategy,” “potential” and similar terms. These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. Although we believe our expectations are based on reasonable estimates and assumptions, there is no assurance that our expectations will, in fact, occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that could cause actual results to differ include, but are not limited to: the effects of the COVID-19 pandemic and uncertainties about its depth and duration, as well as the impacts to economic conditions and consumer behavior, including, among others: temporary boutique closures due to government mandates, the unemployment rate, the extent, availability and effectiveness of any COVID-19 stimulus packages or loan programs, and trends in consumer behavior and spending during and after the end of the pandemic; our ability to successfully implement any alternatives that we pursue including our ability to achieve the cost savings described in this release; government actions and policies; increases in unemployment rates and taxes; local, regional, national and international economic conditions; changes in the general economic and business environment; changes in the general or specialty retail or apparel industries, including 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 strategies, 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 revised organizational structure, retail fleet optimization plan and three operating priorities which are driving stronger sales through improved product and marketing; optimizing the customer journey by simplifying, digitizing and extending the Company’s


unique and personalized service; and transforming sourcing and supply chain operations to increase product speed to market and improve quality), sales initiatives and multi-channel strategies; customer traffic; our ability to appropriately manage our inventory and allocation processes; our ability to leverage inventory management and targeted promotions; the successful recruitment of leadership and the successful integration of new members of our senior management team; uncertainties regarding future unsolicited offers to buy the Company and our ability to respond effectively to them as well as to actions of activist shareholders and others; changes in the political environment that create consumer uncertainty; the risk that our investments in merchandise or marketing initiatives may not deliver the results we anticipate; significant changes to product import and distribution costs (such as unexpected consolidation in the freight carrier industry, and the ability to remain competitive with customer shipping terms and costs pertaining to product deliveries and returns); new or increased taxes or tariffs that could impact, among other things, our sourcing from foreign suppliers; and significant shifts in consumer behavior. Other risk factors are detailed from time to time in the Company’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. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.



Investor Relations Contact:
Tom Filandro
ICR, Inc.
(646) 277-1235
tom.filandro@icrinc.com

Media Relations Contact:
Pashen Black
Director of Corporate Public Relations
(239) 218-3388








Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200