Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 27, 2014, Chico's FAS, Inc., (the "Company"), announced that, Pamela
K Knous, the Company's Chief Financial Officer has left the position, effective
as of June 26, 2014, the date on which a successor Chief Financial Officer
assumed the position, as described below.
(c) On June 27, 2014, the Company announced that its Board of Directors has
appointed Todd E. Vogensen as the Company's new Senior Vice President, Chief
Financial Officer. Mr. Vogensen has served Chico's FAS, Inc. in numerous roles
over the last 5 years, leading to his current position as CFO. Mr. Vogensen
joined Chico's FAS, Inc. in October 2009 as Vice President of Planning and
Strategy, followed by the role of Vice President of Investor Relations before
his promotion to Senior Vice President, Finance. Previously, Mr. Vogensen held
multiple positions of increasing scope and responsibility with Michaels Stores,
Inc. from January 2005 to October 2009, including Corporate Controller and Vice
President of Merchandising and Marketing Finance. Before joining Michaels,
Mr. Vogensen served as Assistant Corporate Controller of Gap, Inc. from 2003 to
2005. Mr. Vogensen has also held multiple Finance management positions
at Hewlett Packard Company, and he practiced as an Audit Manager and CPA with
There is no arrangement or understanding between Mr. Vogensen and any other
persons pursuant to which Mr. Vogensen was selected as an officer. Neither
Mr. Vogensen nor any related person of Mr. Vogensen has a direct or indirect
material interest in any existing or currently proposed transaction to which the
Company is or may become a party. Mr. Vogensen is not related to any of the
executive officers or directors of the Company.
The Company has entered into a letter agreement on June 26, 2014 with
Mr. Vogensen, which provides for an annual salary and certain other benefits.
Pursuant to the letter agreement, Mr. Vogensen's base salary is $400,000 and is
subject to annual increases as set from time to time by the Company's Board of
Directors. Additionally, Mr. Vogensen will be awarded a grant of restricted
shares of the Company's common stock on July 1, 2014 with a fair market value of
$100,000, which will vest in equal annual amounts over a period of three years.
Mr. Vogensen is also eligible for an annual bonus under the Company's Amended
and Restated Cash Bonus Incentive Plan with a target of 50% of eligible earnings
during the fiscal year, with a range from 0% to 87.5% of his eligible earnings,
if earned, and will be eligible for annual equity grants at the discretion of
the Board of Directors. Under the terms of the Company's Executive Severance
Plan, if employment is terminated at any time without good cause, Mr. Vogensen
would be entitled to receive benefits, including among other benefits,
continuation of base salary for 12 months as described in the Company's
Executive Severance Plan.
The foregoing description of the letter agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Chico's FAS, Inc. Press Release dated June 27, 2014