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): May 30, 2019
EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34742 | | 26-2828128 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1 Express Drive Columbus, Ohio | | 43230 |
| (Address of principal executive offices) | | (Zip Code) |
(614) 474-4001
(Registrant's telephone number, including area code)
Not Applicable
(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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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. ☐
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, $.01 par value | EXPR | The New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition.
On May 30, 2019, Express, Inc. issued a press release providing information regarding earnings for the thirteen weeks ended May 4, 2019 and outlook for the second quarter 2019. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On May 30, 2019, Express, Inc. made available an investor presentation with supplemental information on www.express.com under the "For Investors" link. A copy of the investor presentation is attached hereto as Exhibit 99.2.
Express, Inc. has updated its comparable sales reporting presentation in light of the progress made in transforming into an omni-channel business model and the growth of the outlet channel. Beginning in the first quarter of 2019, the Company is providing a single consolidated comparable sales figure, while also providing sales and comparable sales for retail, which will include retail stores and e-commerce, and sales and comparable sales for outlets. Historically, the Company has provided sales and comparable sales data for stores, which included both retail and outlet stores, and e-commerce. “Other” sales is unchanged from the Company’s prior classification. Express, Inc. is furnishing Exhibit 99.3 as supplemental information regarding this change.
The information in this Item 7.01, including Exhibits 99.2 and 99.3, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Press Release |
| Investor Presentation |
| Historical Information Regarding Sales and Comparable Sales |
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 hereunto duly authorized.
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| | | EXPRESS, INC. |
| Date: May 30, 2019 | | /s/ Periclis Pericleous |
| | | Periclis Pericleous |
| | | Senior Vice President, Chief Financial Officer and Treasurer |
