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 24, 2020
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 |
| Series A Junior Participating Preferred Stock Purchase Rights | | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2020, Chico’s FAS, Inc. (the “Company”), as part of cost-savings efforts to mitigate the operating and financial impact of the COVID-19 pandemic, announced that the Company’s executive officers, including the named executive officers currently employed by the Company, agreed to a 50% reduction in base salary beginning April 5, 2020. In light of continuing sales improvements in connection with the Company’s phased store reopenings, other cost-saving initiatives underway and the Company’s current liquidity forecasts, on June 24, 2020, the Human Resources, Compensation and Benefits Committee of the Board of Directors (the “Board”) approved a reinstatement of the base salaries of the Company’s current executive officers to 100% of pre-reductions levels, effective July 5, 2020.
Item 7.01. Regulation FD Disclosure.
On April 1, 2020, the Company also announced that the Board’s annual cash retainers would be reduced by 50%. On June 24, 2020, the Company announced that the Board’s annual cash retainers would be restored to pre-reduction levels, effective July 5, 2020.
On April 1, 2020, the Company also announced that all non-furloughed employees, other than the Company’s distribution center employees supporting the Company’s digital business, would receive a 50% salary or hours reduction. On June 24, 2020, the Company announced that the compensation of all employees whose compensation was subject to a reduction would be restored to pre-reduction levels, effective July 5, 2020.
The information in this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 24, 2020 | | | | | | By: |
| | | | | | | /s/ David M. Oliver |
| | | | | | | David M. Oliver, Interim Chief Financial Officer and Senior Vice President, Controller |
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| Amendment Flag | false |
| Entity Central Index Key | 0000897429 |
| | CHS |
