Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On October 7, 2016, Chico's FAS, Inc., (the "Company") announced that its
Board of Directors has appointed Diane M. Ellis as the President of its Chico's
brand, effective November 1, 2016. Ms. Ellis, 58, is joining the Company after
having served as Chief Executive Officer of The Limited, a fashion retailer,
since 2013. From 2004 until 2013, Ms. Ellis served as President and Chief
Operating Officer of Brooks Brothers Group, Inc., an apparel retailer. Prior to
Brooks Brothers, Ms. Ellis was the founding partner of Lighthouse Retail Group,
a retail-centric consulting firm, managing director for the Retail Strategy
Practice at PricewaterhouseCoopers, and director of merchandise planning,
allocation and inventory control at Filene's department stores. Ms. Ellis also
served in merchandising, planning, strategy and store management roles at Joseph
Horne's department stores and at Marshalls, where she launched the petite and
swimwear businesses. She is a member of the board of directors of Stage Stores,
Inc., which operates specialty department stores.
There is no arrangement or understanding between Ms. Ellis and any other persons
pursuant to which Ms. Ellis was selected as an officer. Neither Ms. Ellis nor
any related person of Ms. Ellis has a direct or indirect material interest in
any existing or currently proposed transaction to which the Company is or may
become a party. Ms. Ellis is not related to any of the executive officers or
directors of the Company.
The Company has entered into a letter agreement on October 3, 2016 with
Ms. Ellis, which provides for an annual salary and certain other benefits.
Pursuant to the letter agreement, Ms. Ellis' base salary is $800,000 and is
subject to annual increases as set from time to time by the Company's Board of
Directors. Upon commencement of employment, Ms. Ellis will be awarded a sign-on
bonus of $500,000, which is subject to repayment terms if she voluntarily
resigns from the Company within 24 months of her start date. Additionally,
Ms. Ellis will be awarded a sign-on grant of restricted shares of the Company's
common stock following her employment commencement date with a fair market value
of $300,000, which will vest over a three-year period with one-third vesting
each year on the anniversary of the grant date. Ms. Ellis is also eligible for
an annual bonus under the Company's Amended and Restated Cash Bonus Incentive
Plan with a target of 80% of her base salary, with a range from 0% to 175% of
her target, if earned. Ms. Ellis will be awarded an equity grant in March 2017
with a fair market value of $900,000, which will be comprised of restricted
shares of the Company's common stock and performance share units, which, if
earned, will vest over a period of three years. Ms. Ellis is also entitled to
receive benefits under the terms of 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
included as Exhibit 10.1 to this Form 8-K.
Ms. Ellis is subject to restrictive covenants as detailed in the Restrictive
Covenant Agreement included as Exhibit 10.2 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Employment letter agreement between the Company and Diane M.
Exhibit 10.2 Restrictive covenant agreement between the Company and Diane M.
Exhibit 99.1 Chico's FAS, Inc. Press Release dated October 7, 2016
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