FORT MYERS, Fla., May 24, 2016 /PRNewswire/ -- Chico's FAS, Inc.
(NYSE: CHS) today announced that Bonnie
Brooks, Vice Chairman of Hudson's Bay Company, and Bill Simon, the former President and Chief
Executive Officer of Walmart U.S., have been nominated to stand for
election to the Company's Board of Directors at the 2016 Annual
Meeting of Shareholders. In addition to Ms. Brooks and Mr. Simon,
the Company's slate for the 2016 Annual Meeting will include
Shelley Broader, President and Chief
Executive Officer of Chico's FAS, and Janice Fields, current independent director of
Chico's FAS and former President of McDonald's USA, LLC.
Ms. Brooks brings more than 30 years of global executive
leadership experience in retail and merchandising, including having
led three major international department store turnarounds. After
previously serving as its President and Chief Executive Officer,
she is currently the Vice Chairman of Hudson's Bay Company, which owns and operates
Saks Fifth Avenue, Lord and Taylor (USA), Kaufhof (Germany), and Hudson's Bay
(Canada) department
stores.
Mr. Simon is a seasoned executive with a proven track record
leading large, complex global retailers with best-in-class cost
structures and premier consumer brands. As the former President and
Chief Executive Officer of Walmart U.S., he was responsible for
over $280 billion in revenue and 1.2
million associates. In addition to helping implement one of the
best supply chains in retail, Mr. Simon's vision and execution
placed Walmart on a path to future growth with the expansion of
small format stores and the integration of the digital and physical
retail experience.
"We are thrilled to welcome Bonnie and Bill as nominees to the
Board," said David F. Walker,
Chairman of the Chico's FAS Board. "Under the leadership of our new
Chief Executive Officer, Shelley
Broader, Chico's FAS is taking meaningful steps to improve
performance and value creation. We believe Bonnie's considerable
apparel, merchandising, and turnaround expertise and Bill's
impressive track record of driving cost efficient operations with
other leading retailers will contribute to the progress we are
making against the Company's new operating priorities."
Ms. Brooks said, "Chico's FAS benefits from a strong foundation
with premier brands and loyal customers. I look forward to
leveraging my broad retail experience to ensure that the Company
continues to fully capitalize on its many differentiating
strengths."
Mr. Simon said, "I understand the importance of a corporate
culture that emphasizes superior customer service as much as
operating excellence, and I am pleased to have the opportunity to
share my insights and experience as a new director."
Chico's FAS also announced that current directors, David Dyer and Verna
Gibson, will retire from the Board upon the completion of
their current terms in 2016 following 9 and 23 years of service,
respectively.
Mr. Walker said, "On behalf of the entire Board, we thank Dave
and Verna for their leadership and contributions during their time
on the Board. In addition to providing important insights as
directors, both contributed as active members of board
committees. We wish Dave and Verna all the best in their
retirements."
With the changes announced today, the Chico's Board of Directors
will continue to consist of nine members, including eight
independent directors and the Company's Chief Executive
Officer. Four of the Company's directors will have been added
to the Board in the past three years.
Barington Notice of
Nomination
The nominations of Ms. Brooks and Mr. Simon follow a search
process for new independent director candidates that the Corporate
Governance and Nominating Committee of the Chico's FAS Board began
in February 2016 with the assistance
of Herbert Mines Associates. As requested by Barington
Companies Equity Partners, L.P. ("Barington"), a Chico's FAS
shareholder, the Board also reviewed five director candidates that
Barington initially recommended.
As part of this review, Herbert
Mines provided input on each of Barington's recommended
candidates, and the Board also considered their credentials and
qualifications. In addition, multiple members of the Chico's FAS
Board spoke directly with two of Barington's candidates,
Jim Mitarotonda and Janet Grove, and sought to speak with another of
Barington's candidates before she chose to withdraw her name from
consideration.
After reviewing Barington's candidates and considering the field
of other candidates identified as part of work with Herbert Mines, the Board unanimously determined
that Ms. Brooks and Mr. Simon have the most current and relevant
skill sets and experience to support the Company and the actions
being taken to improve performance and drive value, and that they
are best qualified to serve as the Company's new independent
director nominees.
On May 19, 2016, the Company
received notice from Barington that it intended to nominate three
of the five individuals it had previously submitted for the
Board's consideration to stand for election to the Chico's FAS
Board of Directors at the 2016 Annual Meeting. On May 24, 2016, Barington publicly announced that
it intended to seek to elect two of the three individuals –
Jim Mitarotonda and Janet Grove – at the 2016 Annual Meeting.
Recently Launched Initiatives and Shareholder Support for
Progress Being Made
Chico's FAS issued the following statement:
At Chico's FAS, we are committed to an active and open dialogue
with our shareholders. Since Shelley Broader joined as the
new Chief Executive Officer in December, she and other members of
the Company's management team have been talking with Chico's FAS
shareholders to exchange views and ideas. These shareholders,
including Barington, have expressed support for the four priorities
and focus areas that Ms. Broader has identified.
Chico's FAS is an industry leader with a strong platform for
growth and value creation. The Company benefits from three
powerful differentiated brands that serve growing and attractive
consumer segments, one of the most loyal customer bases in the
industry, and leading omni-channel capabilities.
To drive better and more consistent performance across the
Company's brand portfolio, Ms. Broader introduced four focus areas
for the organization:
- Evolving the customer experience to better integrate the
digital and physical retail environments, and to enable a more
agile supply chain;
- Strengthening the position of each brand, including
articulating and executing against a clear role in the marketplace
for each brand and its related merchandise, leveraging the
connection the Company has with its loyal customers, attracting new
customers, and continuing to deliver unparalleled service;
- Leveraging actionable retail science by using Chico's
FAS' vast amounts of data to develop algorithms and predictive
analytics that enable real-time decision-making and improve how the
Company goes to market, stocks product, and interacts with
customers; and
- Sharpening the Company's financial principles to drive
further cost savings across the Company through the shared service
model, the combination and negotiation of contracts, and a more
effective use of marketing dollars and modernizing processes, among
other areas.
Chico's FAS is continuing to execute on its new
priorities. For example, in the first quarter, the Company
launched a comprehensive review of its cost structure, which is
expected to be completed in 2016. On April 25, 2016, as part of the start of this
review, the Company announced a realignment of its Marketing and
Digital Commerce functions, placing the decision makers directly
into the Company's three brands and closer to consumers. In
addition to better supporting the individual brand needs, the
change creates a leaner, more simplified structure, resulting in
approximately $14 million of
annualized cost savings.
With further initiatives to be announced in connection with the
Company's 2016 first quarter results, these actions are just the
beginning and build on other cost-cutting and strategic actions
that the Company has already been pursuing, including:
- Slowing square footage growth, including announcing
plans to close 170-175 stores through 2017. These actions are
expected to result in $65 million of
cost savings, with approximately $20
million achieved to date, and improved store productivity
over time;
- Implementing a corporate organizational realignment in
2015 to better align resources with growth opportunities, resulting
in a 12% reduction of the Company's headquarters and field
management employee base, generating $38
million of annualized savings;
- Reducing capital expenditures in fiscal 2015 by 40%
compared to the Company's prior three-year average;
- Divesting non-core brand operations, including Boston
Proper, eliminating a 100 basis point drag on operating margins;
and
- Moderating promotions and focusing on more disciplined
inventory management, resulting in a 30 basis point gross
margin improvement from fiscal 2014 to fiscal
2015.
The Chico's FAS Board and management are committed to building
on the Company's many strengths and the progress being made to
drive long-term value creation. Reflecting this confidence and
commitment, Chico's FAS has returned $334
million to shareholders through dividends and share
repurchases over the last year. Notably, the Company has returned
over $1 billion to shareholders
through dividends and share repurchases since beginning its annual
share repurchase program in the third quarter of 2010.
The Chico's FAS Board and management are united in their focus
on driving enhanced value creation for all Chico's FAS
shareholders. We regularly consider opportunities available to the
Company, including those recommended by our shareholders, and we
will continue to take appropriate action in this regard.
About the 2016 Annual Meeting
As previously announced, the 2016 Annual Meeting is scheduled
for July 21, 2016. Shareholders
of record as of May 16, 2016, will be
entitled to vote at the meeting. Chico's FAS shareholders are not
required to take any action at this time. The Board urges
shareholders to discard any materials that they may receive from
Barington.
Chico's FAS Slate of Director Nominees for 2016 Annual
Meeting
Shelley Broader
Ms. Broader, President and Chief Executive Officer of Chico's
FAS, is a proven executive with over 25 years of experience leading
premier global and regional retail businesses, including Walmart,
Michael's Stores, and several banners with Delhaize
Group.
Prior to joining Chico's FAS in December
2015, she served as President and Chief Executive Officer of
Walmart's EMEA region. In that role, Ms. Broader was
responsible for retail operations and business development across
Europe, the Middle East, Sub-Saharan Africa and
Canada, leading 1,345 retail units
and more than 285,000 associates. Previously she served as
President and Chief Executive Officer of Walmart Canada, Chief
Merchandising Officer for Walmart Canada, and Senior Vice President
for Sam's Club, Walmart's membership-warehouse format in the
U.S.
Prior to joining Walmart in 2010, Ms. Broader was President and
Chief Operating Officer of Michael's, the world's largest retailer
of arts and crafts, and was responsible for the chain's 1,000
stores in the United States and
Canada. In this role, she worked to standardize processes,
disciplines and metrics, and better align store operations and
resources with the seasonal buying patterns of the retailer's
customer base.
Before joining Michael's, Ms. Broader enjoyed a 17-year career
with Delhaize Group where, under the Hannaford banner, she held a
range of leadership roles across the Company's operations,
merchandising, distribution, strategy and marketing
divisions. She was promoted to President and Chief Operating
Officer of Delhaize Group's Kash n' Karry chain, where she is
credited with a significant financial and operational turnaround
that included a complete re-branding of the business into Sweetbay
Supermarkets. She then served as President and Chief
Executive Officer of Sweetbay until joining Michael's.
Ms. Broader began her career in the investment banking sector,
holding roles at Massachusetts Financial Services Company and First
Albany Corporation.
She is a member of the board of directors of Raymond James
Financial, Inc.
Bonnie Brooks
Since February 2014, Ms. Brooks
has served as Vice Chairman of Hudson's Bay Company. Ms. Brooks joined
Hudson's Bay in 2008 as Chief Executive Officer and
President where she spearheaded the turnaround of the Company and
increased sales and profits annually. From 2012 to 2014, she served
as President of Hudson's Bay
Company, responsible for both Hudson's Bay
and Lord and Taylor department
stores USA, and was part of the
team that led the Company through its initial public offering.
From 2002 to 2008, Ms. Brooks served as President of Lane
Crawford Joyce Group, with over 500 specialty designer stores in
Asia where she led the turnaround
of the Lane Crawford department stores. Prior to that, Ms. Brooks
worked as Global Merchandise Manager with Dickson Poon overseeing Harvey Nichols from 1999 to 2001. Ms. Brooks
also spent over a decade at Holt Renfrew in Canada in roles that included the Executive
Vice President and General Merchandise Manager.
Ms. Brooks currently serves as a Director of Abercrombie &
Fitch, Rogers Communications Inc. and AQX, and is a trustee of
Riocan Real Estate Investment Trust.
Janice Fields
Janice Fields has been a director
of Chico's FAS since May 2013 and
currently serves as Chair of the Board's Corporate Governance &
Nominating Committee and is member of the Compensation &
Benefits Committee. In these roles and as Chair of the
Corporate Governance & Nominating Committee in particular, she
has successfully overseen the succession planning for the Company's
most important executive leadership position, its Chief Executive
Officer, including the search and selection of Ms. Broader
following David Dyer's decision to
retire as President and Chief Executive Officer in May 2015.
During her tenure, Ms. Fields has also participated in the search
and nomination of four new directors, including Ms. Brooks and Mr.
Simon, as announced today.
In addition to her contributions as a director, Ms. Fields
brings significant consumer brand and retail experience to the
Company having previously served as President of McDonald's
USA, LLC, a subsidiary of
McDonald's Corporation, from January
2010 through November
2012.
Previously, Ms. Fields held numerous other roles at McDonald's,
having started her career as a crew member. Prior to serving
as President, she held several executive positions within
McDonald's USA, including U.S.
Division President for the Central Division from 2003 through 2006
and Executive Vice President and Chief Operating Officer from 2006
through January 2010.
Ms. Fields currently serves on the Board of Directors of
Monsanto Company.
Bill Simon
From 2010 to 2014, Mr. Simon served as President and Chief
Executive Officer of Walmart U.S. He joined the Company in 2006 and
was appointed Chief Operating Officer in 2007 for Walmart U.S.,
which position he held until he was appointed President and
CEO.
At Walmart, Mr. Simon led a turnaround that reinvigorated the
Company's focus on everyday low costs, everyday low prices, and an
increased product assortment. He also oversaw the growth of the
Company's smaller-format stores, Neighborhood Market and Express,
and e-commerce initiatives, and led the team that created and
launched Walmart's $4 prescription
drug program.
Prior to joining Walmart, Mr. Simon held senior level executive
positions at other leading, large, complex, retailing and global
brand management companies, such as Brinker International, Diageo,
Cadbury-Schweppes, PepsiCo and RJR-Nabisco.
He is a member of the Board of Directors of Darden Restaurants,
Inc. and Agrium, Inc., and currently serves as a senior advisor to
the global investment firm KKR.
ABOUT CHICO'S FAS, INC.
The Company, through its brands – Chico's, White House Black
Market, and Soma is a leading omni-channel specialty retailer of
women's private branded, sophisticated, casual-to-dressy clothing,
intimates, complementary accessories, and other non-clothing
items.
As of April 30, 2016, the Company
operated 1,517 stores in the US and Canada and sold merchandise through franchise
locations in Mexico. The Company's
merchandise is also available at www.chicos.com, www.whbm.com, and
www.soma.com. For more detailed information on Chico's FAS, Inc.,
please go to our corporate website at
www.chicosfas.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements contained herein may contain certain
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect our
current views with respect to certain events that could have an
effect on our future financial performance, including but without
limitation, statements regarding our plans, objectives, and future
success of our store concepts, the implementation of our previously
announced restructuring program, and implementation of our program
to increase the sales volume and profitability of our existing
brands through four previously announced focus areas. These
statements may address items such as future sales, gross margin
expectations, SG&A expectations, operating margin expectations,
planned store openings, closings and expansions, future comparable
sales, inventory levels, and future cash needs. These statements
relate to expectations concerning matters that are not historical
fact and may include the words or phrases such as "expects,"
"believes," "anticipates," "plans," "estimates,"
"approximately," "our planning assumptions," "future outlook," and
similar expressions. Except for historical information, matters
discussed in such oral and written statements are forward-looking
statements. These forward-looking statements are based largely on
information currently available to our management and on our
current expectations, assumptions, plans, estimates, judgments and
projections about our business and our industry, and are subject to
various risks and uncertainties that could cause actual results to
differ materially from historical results or those currently
anticipated. Although we believe our expectations are based on
reasonable estimates and assumptions, they are not guarantees of
performance and there are a number of known and unknown risks,
uncertainties, contingencies, and other factors (many of which are
outside our control) that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Accordingly, there is no assurance that our
expectations will, in fact, occur or that our estimates or
assumptions will be correct, and we caution investors and all
others not to place undue reliance on such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, general economic and
business conditions, conditions in the specialty retail industry,
the availability of quality store sites, the ability to
successfully execute our business strategies, the ability to
achieve the results of our restructuring program, the ability to
achieve the results of our four focus areas, the integration of our
new management team, and those described in Item 1A, "Risk Factors"
and in the "Forward-Looking Statements" disclosure in Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" of our Form 10-K. There can be no assurance
that the actual future results, performance, or achievements
expressed or implied by such forward-looking statements will occur.
Investors using forward-looking statements are encouraged to review
the Company's latest annual report on Form 10-K, its filings on
Form 10-Q, management's discussion and analysis in the Company's
latest annual report to stockholders, the Company's filings on Form
8-K, and other federal securities law filings for a description of
other important factors that may affect the Company's business,
results of operations and financial condition. All written or oral
forward-looking statements that are made or attributable to us are
expressly qualified in their entirety by this cautionary notice.
The Company does not undertake to publicly update or revise its
forward looking statements even if experience or future changes
make it clear that projected results expressed or implied in such
statements will not be realized.
Additional Information
Chico's FAS, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies
from Company shareholders in connection with the matters to be
considered at the Company's 2016 Annual Meeting. The Company
intends to file a proxy statement and WHITE proxy card with the
U.S. Securities and Exchange Commission (the "SEC") in connection
with any such solicitation of proxies from Company shareholders.
COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information
regarding the ownership of the Company's directors and executive
officers in Company stock, restricted stock and options is included
in their SEC filings on Forms 3, 4, and 5, which can be found
through the Company's website (www.chicosfas.com) in the section
"Investors" or through the SEC's website at www.sec.gov.
Information can also be found in the Company's other SEC filings,
including the Company's Annual Report on Form 10-K for the year
ended January 30, 2016. More
detailed and updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with the Company's 2016 Annual Meeting.
Shareholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC's website at www.sec.gov. Copies will also be available
at no charge at the Company's website at www.chicosfas.com, by
writing to Chico's FAS at 11215 Metro Parkway, Fort Myers, FL 33966, or by calling the
Company's proxy solicitor, Innisfree, toll-free at (877)
825-8971.
Contacts:
Investors:
Jennifer Powers
Vice President - Investor Relations
Chico's FAS, Inc.
(239) 346-4199
Arthur B. Crozier / Jennifer M. Shotwell / Jonathan E. Salzberger
Innisfree M&A Incorporated
(212) 750-5833
Media:
Barrett Golden / Leigh Parrish / Dan
Moore
Joele Frank
(212) 355-4449
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