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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): June 23, 2023
Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| 001-16435 | | 59-2389435 |
(Commission
File Number) | | (IRS Employer
Identification No.) |
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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).
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| 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 8.01. Other Events
The Board of Directors (“Board”) of Chico’s FAS, Inc. (“Company”) approved the termination of the Company’s existing share repurchase program and the authorization of a new share repurchase program (“Program”) for up to $100 million of the Company’s common stock, both effective as of June 21, 2023. The Program has no expiration date and may be suspended, modified, or terminated by the Board at any time. The Program authorizes the purchase of the Company’s common stock in open market transactions made in accordance with the provisions of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), privately negotiated transactions, trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act, block transactions, or otherwise. The Program permits the Company to repurchase shares of the Company’s common stock at any time or from time-to-time at management’s discretion. The actual means, timing, number, and purchase price of any shares purchased under the Program will depend on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities, and applicable legal and regulatory requirements. The Program does not obligate the Company to purchase any shares.
The Company issued a press release on June 23, 2023 regarding the authorization of the Program. A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
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| Exhibit 99.1 | | |
| Exhibit 104 | | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline
XBRL document |
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.
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| | | | | | | | | | CHICO’S FAS, INC. |
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| Date: June 23, 2023 | | | | | | | | | | By: |
| | | | | | | | | | /s/ David M. Oliver |
| | | | | | | | | | David M. Oliver, Senior Vice President - Finance, Controller
and Chief Accounting Officer |
Chico's FAS, Inc. Announces New $100 Million Share Repurchase Program
Fort Myers, FL - June 23, 2023 - As part of an ongoing commitment to return value to its shareholders, Chico’s FAS, Inc. (NYSE: CHS) (“Chico’s FAS” or “Company”) announced that its Board of Directors (“Board”) authorized a new share repurchase program (“Program”) for up to $100 million of the Company’s common stock and canceled the remainder of its $300 million share repurchase program, which was announced in November 2015. The Company completed all but $35.4 million of its previous share repurchase authorization.
The Program authorizes the purchase of the Company’s common stock in open market transactions made in accordance with the provisions of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), privately negotiated transactions, trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act, block transactions, or otherwise. The Program permits the Company to repurchase shares of the Company’s common stock at any time or from time-to-time at management’s discretion.
The actual means, timing, number, and purchase price of any shares purchased under the Program will depend on a variety of factors, including, but not limited to, the market price of the Company’s common stock, general business and market conditions, other investment opportunities, and applicable legal and regulatory requirements. The Program does not obligate the Company to purchase any shares. The Program has no expiration date and may be suspended, modified, or terminated by the Board at any time.
ABOUT CHICO’S FAS, INC. Chico’s FAS is a Florida-based fashion company founded in 1983 on Sanibel Island, FL. The Company reinvented the fashion retail experience by creating fashion communities anchored by 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 StyleConnect®, the Company’s customized, branded, digital styling tool that enables customers to conveniently shop wherever, whenever, and however they prefer.
As of April 29, 2023, the Company operated 1,262 stores in the U.S. and sold merchandise through 58 international franchise locations in Mexico and through two domestic franchise locations in airports. The Company’s merchandise is also available at www.chicos.com, www.chicosofftherack.com, www.whbm.com, and www.soma.com.
To learn more about Chico’s FAS, please visit 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.
Investor Relations Contact:
Julie MacMedan
Chico’s FAS, Inc.
(239) 346-4384
julie.macmedan@chicos.com
Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200
