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): August 2, 2010

 

 

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34742   26-2828128

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1 Express Drive

Columbus, Ohio

    43230
(Address of principal executive offices)     (Zip Code)

(614) 474-4001

(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:

 

¨ 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))

 

 

 

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

The Board of Directors of Express, Inc. (the “Company”) appointed Ms. Mylle H. Mangum as a Class II director of the Company on August 2, 2010. Ms. Mangum was also appointed to each of the Audit Committee of the Board of Directors (the “Audit Committee”) and the Compensation and Governance Committee of the Board of Directors (the “Compensation and Governance Committee”) to fill the vacancies on the committees resulting from the resignations of Ms. Jennie W. Wilson and Mr. Timothy J. Faber, respectively, from both the Board of Directors and their respective committees.

Mr. Faber and Ms. Wilson resigned from the Board of Directors and the committees of the Board of Directors on which they served on August 2, 2010. Mr. Faber was a Class II director and member of the Compensation and Governance Committee and Ms. Wilson was a Class I director and member of the Audit Committee. The resignations of Mr. Faber and Ms. Wilson are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

There are no arrangements or understandings between Ms. Mangum and any other person pursuant to which she was selected to serve on the Board of Directors, and there are no relationships between Ms. Mangum and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Mangum will be entitled to the Company’s standard non-employee director cash and equity compensation arrangements as described in the letter agreement between the Company and Ms. Mangum which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. In addition, Ms. Mangum and the Company have entered into the Company’s standard indemnification agreement for directors, which has been filed as an exhibit to the Company’s registration statement on Form S-1, as amended (File No. 333-164906).

A copy of the Company’s press release announcing the appointment of Ms. Mangum to the Board of Directors and resignations of Mr. Faber and Ms. Wilson is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

  

Description of Exhibit

10.1

   Letter Agreement, dated as of August 2, 2010, between Mylle H. Mangum and Express, Inc.

10.2

   Form of Indemnification Agreement (incorporated by reference from Exhibit 10.22 to the Company’s registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission on April 30, 2010 (File No. 333-164906)).

99.1

   Press Release issued August 2, 2010.

SIGNATURE

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, thereunto duly authorized.

 

  EXPRESS, INC.
  By:  

/s/ Matthew C. Moellering

    Matthew C. Moellering
August 3, 2010     Executive Vice President, Chief Administrative Officer, Chief Financial Officer, Treasurer and Secretary

Exhibit 10.1

LOGO

P.O. BOX 181000, COLUMBUS, OHIO 43218 TEL 614.474.4001

July 16, 2010

Ms. Mylle H. Mangum

Chief Executive Officer

IBT Enterprises, LLC

1770 Indian Trail, Suite 300

Norcross, Georgia 30093

Dear Mylle:

On behalf of Express, Inc. (the “Company”), I am extremely pleased to invite you to become a member of the Company’s Board of Directors (the “Board”) and a member of each of the Audit Committee and Compensation and Governance Committee of the Board. You will be designated a Class II director with an initial term expiring in 2012. We believe that your skills, expertise and knowledge will prove very helpful to the Company and its stockholders.

In connection with your service as a director, you will be eligible for equity grants under the Express, Inc. 2010 Incentive Compensation Plan (the “2010 Plan”). Upon your appointment to the Board, you will be entitled to receive a grant of 10,000 stock options under the terms of the 2010 Plan. One quarter of the stock options will vest on each of the first, second, third and fourth anniversaries of the date of grant, provided that you continue to serve on the Board from the date of grant through the applicable vesting date.

In addition to equity compensation, you will be entitled to receive cash compensation of (1) an Annual Retainer of $100,000 for your service as a director, (2) an Audit Committee Annual Retainer of $10,000 and (3) a Compensation and Governance Committee Annual Retainer of $10,000. Cash retainers will be paid to you quarterly in advance for the periods in which you serve as a director or committee member, as applicable. You will be reimbursed for reasonable out-of-pocket expenses incurred by you in connection with your services to the Company in accordance with the Company’s established policies. In addition, you will be covered by the Company’s D&O insurance and given an opportunity to execute the Company’s standard director indemnification agreement.

Our expectation is that the Board will meet at least quarterly. The committees of the Board will also meet on a schedule to be determined. It is our expectation that you will participate in those meetings in person to the extent possible. We also ask that you make yourself available to participate in various telephonic meetings from time to time.

Ms. Mylle H. Mangum

July 16, 2010

Page 2

 

Your services on the Board will be in accordance with, and subject to, the Company’s Bylaws and the Certificate of Incorporation, as such may be amended from time to time. In accepting this offer, you are representing to us that (1) you do not know of any conflict that would restrict you from becoming a director of the Company and (2) you will not provide the Company with any documents, records or other confidential information belonging to any other parties.

To accept this offer, please sign below and return the fully executed letter to us. You should keep one copy of this letter for your own records. This letter sets forth the terms of your service with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a duly authorized representative of the Company and by you.

We are looking forward to having you join us at the Company. We believe that your enthusiasm and past experience will be an asset to the Company and that you will have a positive impact on the organization. If you have any questions, please call me at (415) 983-2707.

 

Sincerely,

Express, Inc.

/s/ Stefan L. Kaluzny

Stefan L. Kaluzny
Chairman of the Board

 

Accepted and agreed to this
  23rd   day of July, 2010

/s/ Mylle H. Mangum

Mylle H. Mangum

 

2

Exhibit 99.1

LOGO

 

Company Contact:

Matthew C. Moellering

Chief Administrative Officer &

Chief Financial Officer

(614) 474-4400

 

Media Contact:

Amy Hughes

Corporate Communications & Events

(614) 302-4651

 

Investor Contacts:

ICR, Inc.

Allison Malkin / Joseph Teklits / Jean Fontana

(203) 682-8200 / (646) 277-1220

EXPRESS, INC. ANNOUNCES MYLLE MANGUM APPOINTMENT TO THE BOARD

Columbus, Ohio - August 2, 2010 - Express, Inc. (NYSE: EXPR), a specialty retail apparel chain operating more than 570 stores, today announced that Mylle H. Mangum has been appointed to the Express, Inc. Board of Directors, effective August 2, 2010. Ms. Mangum will sit on the Company’s Compensation and Governance Committee and the Audit Committee. Mangum is the chief executive officer of IBT Enterprises, LLC, a leading provider of branch banking solutions. She is also the chairman and chief executive officer of IBT Holdings, the parent company of IBT Enterprises and Design Build Concepts.

Before joining IBT Enterprises in 2005, Ms. Mangum was the chief executive officer of True Marketing Services, focusing on consolidating marketing services companies. From 1999 to 2002, she was the chief executive officer of MMS Incentives, a private equity company involved in developing and implementing marketing and loyalty programs in high-tech environments. Ms. Mangum was also president of global payment systems and senior vice president of strategic planning and expense management for Carlson Wagonlit Travel, a $14 billion company in the corporate travel industry. She has held senior management positions with Bellsouth, including president of BellSouth International, and has also held senior management positions with Holiday Inn Worldwide and General Electric Company. Ms. Mangum is currently a director of Collective Brands, Inc. (NYSE: PSS), Barnes Group (NYSE: B) and Haverty Furniture Companies, Inc. (NYSE: HVT).

In conjunction with this appointment, Timothy J. Faber and Jennie W. Wilson are stepping down from the Company’s Board of Directors effective August 2, 2010. Faber, senior vice president, treasurer, for Limited Brands and a director of Express since July 2007 and Wilson, senior vice president of finance for Limited Brands and a director of Express since November 2008, have chosen to resign from the Board of Directors as part of a natural succession process to add more independent directors to the Board and to recognize Limited Brands’ reduced ownership and involvement in the business.

Following this announcement, the Company’s Board will be comprised of five members, two of whom are now independent directors. Each director possesses significant experience in the financial, retail and business services sectors. Express will appoint one additional independent director by May 2011 to comply with NYSE corporate governance requirements.

“I am very pleased to have attracted Mylle to our Board. Her leadership skills and significant experience in marketing and loyalty programs complement the expertise of our current Board membership and will be valuable to us as we execute our growth strategies,” said Michael Weiss, president and chief executive officer of Express. “As members of our Board of Directors, Tim and Jennie have both played an important role in the evolution of Express over the last several years, and I want to thank them for their support and their counsel.”

About Express, Inc.:

Express is the sixth largest specialty retail brand of women’s and men’s apparel in the United States. The Company has 30 years of experience offering a distinct combination of fashion and quality for multiple lifestyle occasions at an attractive value addressing fashion needs across work, casual, jeanswear and going-out occasions. The Company currently operates more than 570 retail stores, located primarily in high-traffic shopping malls, lifestyle centers and street locations across the United States and Puerto Rico, and also distributes its products through the Company’s e-commerce website, express.com.