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): September 23, 2019
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)
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:
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2019, Matthew Moellering, Executive Vice President, Chief Operating Officer of Express, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) pursuant to which he was promoted to President and Chief Operating Officer of the Company. In connection with the promotion, the Compensation and Governance Committee (the “Committee”) of the Company's Board of Directors approved an increase in Mr. Moellering’s base salary from $793,000 to $825,000 and an increase in Mr. Moellering’s seasonal performance-based cash incentive target percentage from 85% to 90%, effective September 22, 2019. In addition, beginning with the Company’s annual grant of long-term incentive awards in fiscal 2020, the Committee approved an increase in Mr. Moellering’s long-term incentive compensation amount from $1,300,000 to $2,000,000.
The above summary is not complete and is qualified in its entirety by the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No. | Description | |
Letter Agreement, dated as of September 23, 2019, between Express and Matthew Moellering. |
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.
EXPRESS, INC. | ||
Date: September 23, 2019 | /s/ Melinda R. McAfee | |
Melinda R. McAfee | ||
Senior Vice President, General Counsel & Secretary |