CHS Chicos FAS Inc

Compensation of Directors

General

Under our Governance Guidelines, only our non-management directors are entitled to receive compensation for serving on the Board. Compensation of such directors is determined by the Board based on the recommendation of the Compensation Committee. The Compensation Committee is responsible for reviewing and recommending director compensation to the Board. Last year it engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook”), an outside independent consultant, to assist the Compensation Committee in its analysis and recommendations. As part of its consulting services, FW Cook provides the Compensation Committee with a review and analysis of the prevailing outside director compensation structures, utilizing data from the Company’s peer group companies. The Compensation Committee shares that review and analysis with the full Board. Such reviews are conducted at least annually. When making its recommendation, the Compensation Committee may take into account the potential appearance that the independence of our directors may be adversely affected if compensation and benefits exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with, or provides other indirect forms of compensation, to a director, an immediate family member or an organization with which the director is affiliated. These reviews and analyses were used in connection with implementing the compensation arrangements described below. FW Cook’s competitive review conducted in 2016 indicated that the Company’s annual director compensation approximated the median of the peer group, as reported in proxy statements filed in 2015, and before any anticipated or undisclosed increases as of the date the analysis was conducted.

Indemnification

We indemnify our directors and certain officers to the fullest extent permitted by law so that they will serve free from undue concern. This indemnification is authorized under our Bylaws, and accordingly we have signed agreements with all Board members obligating us to provide this indemnification to them.

Base Compensation and Non-Equity Benefits

During fiscal 2016, each non-employee director received an annual retainer of $75,000. The non-employee director serving as Chair of the Board received an additional annual cash retainer of $75,000. In addition, each non-employee director who served as a committee Chair for the Audit Committee, Compensation Committee, Governance Committee, or Executive Committee received additional annual retainers of $20,000, $20,000, $12,500, and $10,000, respectively.

All directors are entitled to reimbursement of their reasonable out-of-pocket expenses for attendance at Board and committee meetings and until recent changes described below, non-employee directors have also been entitled to elect to participate in the Company’s health insurance program with coverage provided for the director and his or her dependents, with the cost thereof paid by the Company. During the last fiscal year, Ms. Gibson (retired), Mr. Walker, Mr. Mahoney, Ms. Fields, Ms. Weiss, Ms. Brooks, Mr. Simon and Mr. Dyer (retired) participated in this health insurance program. In February 2017, the Board voted to discontinue offering participation in the Company’s health insurance program to new Board members and to current non-participating Board members. Those Board members currently participating in the program have been grandfathered so that their participation may continue. In addition, Board members are eligible to participate in the same merchandise discount program as all of our associates.

Restricted Stock

The Board has the discretion to make equity awards to non-employee directors. It is anticipated that each year around the time of the Annual Meeting of Shareholders, at the discretion of the Board, each continuing non-employee director will be awarded a determined grant value of restricted stock or restricted stock units that would vest one year following the grant date. Restricted stock awards are considered participating securities and recipients have the right to receive dividends on the awards during the vesting period. On July 21, 2016, for their respective service as directors, Mr. Walker, Mr. Mahoney, Mr. Watson, Mr. Roeder, Ms. Weiss, Mr. Simon, Ms. Fields and Ms. Brooks each received grants of 11,170 shares of restricted equity under the Company’s 2012 Omnibus Stock and Incentive Plan (the “2012 Omnibus Plan”), which was equivalent to approximately $130,000 in grant value, with certain rights to take such award in the form of restricted stock or restricted stock units and certain rights to defer vesting. Each such restricted stock grant vests the earlier of the 2017 Annual Meeting or July 21, 2017.

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* Ms. Gibson and Mr. Dyer retired from the Board effective at the 2016 Annual Meeting of Shareholders.

Governance of the Company

The Company believes that effective corporate governance should include regular discussions with our shareholders in an effort to identify those areas where improvements might be made. Based on such discussions, as well as our monitoring of corporate governance practices of other public companies, we have recently adopted or enhanced the following corporate policies or practices:

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Corporate Governance Guidelines

The Company has adopted Corporate Governance Guidelines to address the structure of the Board and its committees and to outline the Board’s current practices, policies, and processes for performing its oversight function. The Corporate Governance Guidelines, together with the charters of the Board’s committees, provide the framework for the governance of the Company which is designed to promote the Board’s independence from management where appropriate, to establish an environment where the Board is able to adequately perform its function as the overseer of management, and to align the interests of the Board and management with the interests of the Company’s shareholders. The Corporate Governance Guidelines are reviewed at least annually and have been updated from time to time since their initial adoption. The Corporate Governance Guidelines, including all revisions, as adopted by the Board, meet the applicable listing standards of the NYSE.

The Corporate Governance Guidelines are available at the Company’s website (www.chicosfas.com) by clicking on “About Us” and then “Governance Documents & Charters”. The Company’s shareholders may obtain printed copies of the following documents by writing to Chico’s FAS, Inc., Corporate Secretary, 11215 Metro Parkway, Fort Myers, Florida 33966. In addition to the Company’s Corporate Governance Guidelines, other information relating to corporate governance at the Company is available on the Corporate Governance section of the Company’s investor relations website, including:

Board of Directors

 

The members of the Board of Directors on the date of this proxy statement, and the committees of the Board on which they currently serve, are identified below:

 

Director		Corporate Governance and Nominating Committee		Audit Committee		Human Resources, Compensation and Benefits Committee		Executive Committee
David F. Walker
Shelley G. Broader
Bonnie R. Brooks
Janice L. Fields
John J. Mahoney
Ross E. Roeder (1)
William S. Simon
Stephen E. Watson
Andrea M. Weiss

(1)	Retiring effective at the 2017 Annual Meeting
	Chair

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Governance Structure

Corporate governance is typically defined as the system that allocates duties and authority among a company’s shareholders, board of directors, and management. The shareholders elect the Board and vote on non-routine matters. The Board has the ultimate decision-making authority for the Company, except with respect to those matters specifically reserved to the shareholders. The Board has responsibility for the Company’s long-term strategic plans, for establishing broad corporate policies, for hiring, overseeing and evaluating executive management, particularly the Chief Executive Officer, and for our overall performance and direction, but is not directly involved in our day-to-day operations. The day-to-day operations of the Company are conducted by its management, under the direction of the Chief Executive Officer. Board members keep informed about our business by participating in meetings of the Board and its committees, by reviewing analyses, reports and other materials provided by Company management and through discussions with our Chief Executive Officer and other employees. The Board conducts its business through meetings and through actions taken by written consent in lieu of meetings. Our Board of Directors currently consists of nine directors, including eight independent directors and our current Chief Executive Officer and President, who is not independent. If all of the nominees for election are elected, this year the Board will continue to be comprised of eight independent directors and one non-independent director.

Board Responsibilities

The primary responsibility of the Board of Directors is to provide oversight, counseling, and direction to the Company’s senior executive management with regard to the long-term interests of the Company and its shareholders. To the extent appropriate under Florida law, the Board, in carrying out its duties, also may consider other factors it deems relevant, including the social, economic, legal or other effects of the Company’s business and operations, and its constituents, which include employees, suppliers, customers and the communities in which we do business. The Board’s detailed responsibilities include: (a) selecting, establishing performance goals for, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer and other executives; (b) reviewing, monitoring, and, where appropriate, approving the Company’s major financial objectives, operating and capital plans, and other significant actions or operations; (c) overseeing the Company’s strategic, operational, legal, regulatory, and reputational risk, including management’s identification and assessment of major risks facing the Company, and assisting in developing mitigation strategies; (d) planning for succession with respect to the Board and the Chief Executive Officer, and monitoring management’s succession planning for other executives; (e) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed for long-term value and whether proper internal controls are in place and effective; (e) overseeing the processes for maintaining the Company’s integrity with regard to its financial statements and other public disclosures and its compliance with law and ethics; (f) monitoring, through the Audit Committee, possible conflicts of interest and related party transactions; and (g) planning for the succession of the Board’s own members, including leadership roles.

The Board of Directors has delegated to the Chief Executive Officer, working with the Company’s other executive officers, the authority and responsibility for managing the Company’s business in a manner consistent with the Company’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board and/or its various committees with respect to significant actions to be undertaken by the Company.

Board and Committee Meetings

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. It is the Company’s policy that directors should attend each meeting of the Board of Directors and each meeting of the committees on which they serve. The Board of Directors held ten meetings (including four specially called meetings) during fiscal 2016 and each incumbent director attended at least 75% of the aggregate of the total number of Board meetings and meetings of committees on which he or she served.

During fiscal 2016, the non-management directors of the Board met without the Chief Executive Officer or other members of management present at four of the six regularly scheduled Board meetings.

Chair of the Board/Chief Executive Officer

The Board annually elects a Chair after taking into account the recommendation of the Governance Committee made following its annual review of the Company’s Board leadership structure. The Company does not require the separation of its Chair and Chief Executive Officer positions, but they are currently separate. If the CEO is elected as the Chair of the Board, the independent directors shall elect a lead Independent Director (“Lead Independent Director”) to serve as the focal point for communicating with the CEO, facilitating information flow and communications among non-management directors, and coordinating feedback to the CEO on behalf of the non-management directors regarding business issues and Board management. Currently, David F. Walker, an independent member of the Board, serves as Chair, while Shelley G. Broader serves as CEO and President. The Company believes that, generally, separating the Chair and CEO roles is a strong governance practice and contributes to the Board’s independence from management.

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Affirmative Determination Regarding Director Independence

Under our Corporate Governance Guidelines, a substantial majority of the directors serving on our Board of Directors is required to be comprised of independent directors. In general, our Board of Directors determines independence on the basis of criteria established by the Company and set forth in its Corporate Governance Guidelines, which standards meet or exceed those set forth in the NYSE listing standards, and other facts and circumstances it considers relevant. It is the responsibility of the Governance Committee to evaluate whether each director and each director candidate satisfies these independence standards and to make its findings and recommendations to the Board. In making the independence determination, the Governance Committee and the Board consider all relevant facts, circumstances, and material relationships with the Company, including its affiliates (either directly or indirectly or with an organization of which the director is an officer, shareholder, member or a partner) that may interfere with the exercise of such director’s independence from management. A director is considered independent only if the Board affirmatively determines that the director has no material relationship with the Company, either directly or indirectly. In addition, under the Corporate Governance Guidelines and the NYSE listing standards a director is not independent if:

Directors who are designated as independent directors are expected to promptly inform the Company of any anticipated changes in their circumstances or relationships that may impact their designation as an independent director or their qualifications to serve on any Board committee to which they have been appointed.

The Board, based on the evaluation, findings and recommendations of the Governance Committee, has concluded that all of the director nominees and the continuing directors, other than Shelley G. Broader, our CEO and President, are independent of the Company and its management under the independence standards set forth in the Corporate Governance Guidelines, under the NYSE independence standards, and under the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934. The Board also has affirmatively determined that the Audit, Compensation, and Governance Committees are all comprised entirely of independent directors. Members of the Compensation Committee also meet the additional standards applicable to “outside directors” under Internal Revenue Code Section 162(m) and qualify as “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

Board’s Role in the Risk Management Process

Our Board and its committees play an important role in overseeing management’s identification, assessment, and mitigation of risks that are material to us. The Board discharges many of its responsibilities and oversight functions with respect to risk through its Audit Committee, Compensation Committee, and Governance Committee. The Board generally oversees our evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees.

In particular, the Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our system of internal controls, legal and regulatory compliance, and our audit, accounting and financial reporting processes. The Audit Committee also periodically reviews with our General Counsel legal and regulatory matters, if any, that may have a material adverse impact on our financial statements.

The Compensation Committee is responsible for overseeing the management of risks relating to our compensation programs. In April 2016 and in April 2017, the Compensation Committee asked management to review our compensation policies and practices for all employees to identify general areas of risk and to communicate with the Compensation Committee’s independent compensation consultant concerning the design and structure of our executive compensation program. Management performed its review and discussed areas of potential risk. Management

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concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company because they include multiple incentives, balancing sales, earnings, margin, expense control and return on net assets, and including certain compensation awards that are designed to encourage a longer term focus. In addition, the design and structure of our compensation programs are generally the same across all business units such that the compensation policies and practices throughout the organization do not vary significantly from the overall risk and reward structure of the Company as a whole. The Compensation Committee reviewed management’s assessments and conclusions and discussed them with management.

The Governance Committee oversees risks associated with corporate governance, business conduct and ethics.

As part of the oversight process, each committee receives reports from members of management concerning the areas of material risk to the Company that are within the purview of that committee to enable it to understand our risk identification, risk management and risk mitigation strategies. While each committee is responsible for assisting the Board in evaluating and overseeing certain risks, the entire Board is apprised of such risks through regular committee reports. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Board and Committee Self-Assessment

Based on recommendation from the Governance Committee, the Board recently adopted a new self-assessment process. In advance of the meeting in which the self-assessment is to occur, the Board and committees collect materials and information to assist in their evaluation discussions. They review the qualifications and experience we have identified as important for Board effectiveness and how our membership stacks up against those criteria. They also review the number of Board and committee meetings for the prior fiscal year and attendance records for individual directors. They look at the various responsibilities of the Board or the particular committee set out in our governing documents, and they examine whether those responsibilities were met. They consider other accomplishments, actions and areas of focus over the year, including any open items. The Board or committee, in private session, then engages in focused, candid and thoughtful discussion about performance. Directors who may not feel comfortable raising an issue in open session are encouraged to speak privately with the Chair, the CEO or the General Counsel. Following the assessment, the Chair of the Board or the committee reports to the Board Chair, the CEO and/or the General Counsel (as appropriate) regarding the assessment generally and any desired management or Board action, change in procedure, or required follow-up resulting from the discussion.

Code of Ethics

The Company and its Board believes that the long-term success of the Company is dependent upon maintaining an ethical business environment and complying with all legal and regulatory requirements. As part of its oversight in that regard, the Company maintains a Code of Ethics that applies to all employees and directors of the Company, including the chief executive officer, the principal financial officer and the principal accounting officer. The Code of Ethics is available at the Company’s investor relations website (www.chicosfas.com) by clicking on “About Us” and then “Governance Documents & Charters”. The Company intends to post amendments to or waivers from its Code of Ethics (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer or its directors) at this location on its website. No waivers have been granted under the Code of Ethics.

Communications to Non-Management Directors

The Board of Directors has established a process for shareholders and other interested parties to communicate with any independent director or with non-management directors as a group. Shareholders and other parties interested in communicating with the Chair or with the other non-management directors as a group may do so by writing to: Chair, Board of Directors, Chico’s FAS, Inc., c/o Corporate Secretary, 11215 Metro Parkway, Fort Myers, Florida 33966. Letters addressed to the Chair or any of the other non-management directors will be routed to the Corporate Secretary who will review all such correspondence, will keep a file with copies of such correspondence (including a log thereof), will regularly forward such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or committees thereof or that he or she otherwise determines requires their attention and may also provide each of the directors with summaries of all such correspondence. Directors may at any time review the file of such correspondence or the log of such correspondence and may request copies of any such correspondence.

A separate process has been established for dealing with concerns relating to accounting, internal controls or auditing matters. Shareholders, employees, and other parties interested in communicating about any of these particular matters may alternatively submit such communications by calling a third party hotline that has been established by the Company (1-888-361-5813) and such reports will immediately be brought directly to the attention of the Chair of the Company’s Audit Committee and separately to the General Counsel and to the Vice President-Internal Audit. If a

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communication relating to accounting, internal controls or auditing matters is received in writing by the Company, the Corporate Secretary will promptly forward such written correspondence to the Chair of the Audit Committee and separately to the General Counsel and Vice President-Internal Audit. These particular reports, whether received through the hotline or in writing, will be handled in accordance with procedures established by the Audit Committee (see Complaint Procedures for Accounting Matters).

Director Attendance at Annual Meeting

The Company expects all of its directors to attend the Annual Meeting of Shareholders. With the exception of those directors not standing for reelection and one director who had an unavoidable scheduling conflict, all of our directors then holding office attended our Annual Meeting of Shareholders in 2016 as did the two new director nominees.

Committees of the Board

The Board of Directors has the following standing committees: (a) Corporate Governance and Nominating Committee, (b) Audit Committee, (c) Human Resources, Compensation and Benefits Committee, and (d) Executive Committee. Each of these committees has a charter under which it operates.

Corporate Governance and Nominating Committee

The Governance Committee held seven meetings during fiscal 2016. This committee is responsible for developing, assessing, maintaining, recommending and implementing policies and practices relating to corporate governance, including reviewing and monitoring compliance with the Company’s Corporate Governance Guidelines. In addition, as a nominating committee, its principal responsibilities also include interviewing, evaluating, nominating, and recommending individuals for membership on, and to serve as Chair of, the Company’s Board and each of its committees. This Committee also prepares and supervises the Board’s annual review of director independence and oversees the Board’s self-assessment process. All of the members of this committee are independent within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines.

Audit Committee

The Audit Committee held six meetings during fiscal 2016. The Audit Committee’s principal responsibilities are to assist the Board in its general oversight of our accounting, financial reporting, financial risk assessment, internal controls, and audit function. This committee is directly responsible for: (a) the appointment, engagement, compensation, and oversight of the work of the Company’s independent certified public accountants; (b) reviewing the annual financial results and the annual audit of the Company’s financial statements; and (c) recommending whether the audited financial statements should be included in the Company’s Form 10-K and preparing the audit committee report required under applicable securities laws. The Audit Committee also reviews the Company’s quarterly financial results and each Form 10-Q, and meets with the independent accountants and the Vice President-Internal Audit from time to time in order to review the Company’s internal controls and financial management practices. The Audit Committee also is responsible for reviewing and discussing with its independent accountant and management any related party transactions. During each fiscal year, at least one (and usually more) of the meetings between this Committee and the independent accountants is held separately without management present. The Audit Committee also meets with the head of the Disclosure Committee periodically to discuss related party transactions. This committee has established policies and procedures for the engagement of the independent accountants to provide permissible non-audit services, which includes pre-approval of all permissible non-audit services to be provided by the independent accountants.

All members of the Audit Committee are independent within the meaning of the listing standards of the NYSE, the Company’s Corporate Governance Guidelines, and Rule 10A-3 promulgated under the Securities Exchange Act of 1934. SEC regulations also require the Board to determine if a member of its Audit Committee is an “Audit Committee Financial Expert.” According to these regulations, an audit committee member can be designated an Audit Committee Financial Expert only when the audit committee member satisfies specified qualification requirements, including experience in (or “experience actively supervising” others engaged in) preparing, auditing, analyzing, or evaluating financial statements presenting a level of accounting complexity comparable to what is encountered in connection with the Company’s financial statements. The regulations further require such qualifications to have been acquired through specified means of experience or education. The Board has determined that Mr. Walker, the Chair of this Committee, and Mr. Mahoney are each qualified as an Audit Committee Financial Expert within the meaning of the regulations of the SEC and that each of them has accounting and related financial management expertise within the meaning of the listing standards of the NYSE. Although the Board of Directors

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has determined that Mr. Walker and Mr. Mahoney each has the requisite attributes defined under the rules of the SEC, their respective responsibilities are generally the same as those of the other Audit Committee members. The Audit Committee members are not auditors or accountants for the Company, do not perform “field work” and are not full-time employees of any audit firm.

The SEC has determined that an audit committee member who is designated as an Audit Committee Financial Expert will not be deemed to be an “expert” for any purpose as a result of being identified as an Audit Committee Financial Expert. (See the Audit Committee Report on page 44 for further information.)

Human Resources, Compensation and Benefits Committee

The Compensation Committee held five meetings during fiscal 2016. The principal responsibilities of this committee are to: (a) review and make recommendations to the Board concerning the Company’s compensation philosophy and compensation plans to ensure alignment with the Company’s corporate goals and objectives; (b) evaluate the CEO’s performance against corporate goals and objectives established for the CEO and to approve the compensation of the CEO in light of her or his performance; (c) review and, when appropriate, approve the compensation of executives of the Company; (d) provide input and make recommendations to the Board on individuals elected to be executive officers of the Company; (e) oversee and assess management’s assessment of the risks related to the Company’s compensation programs; (f) review and make recommendations with respect to, and administer, the Company’s existing and proposed compensation and bonus plans; and (g) review and discuss with management the Compensation Discussion and Analysis to be included in the Company’s Form 10-K, recommend to the Board whether it should be included in such filing, and prepare the Compensation Committee report required to be included in the Company’s Form 10-K. The Compensation Committee also participates in management succession planning processes with the Board and the CEO.

In addition, the Compensation Committee is responsible for evaluating and recommending compensation to be paid to our directors, including retainers, fees, benefits and perquisites. Because of the inherent conflict associated with directors setting their own compensation levels, under its charter, the recommendations of the Compensation Committee relating to director compensation must be reviewed by third parties, which may include outside consultants. The Compensation Committee also reviews, makes recommendations with respect to, and monitors compliance with the Company’s Stock Ownership Guidelines.

All of the members of this Committee are independent within the meaning of the listing standards of the NYSE and the Company’s Corporate Governance Guidelines. (See the Human Resources, Compensation and Benefits Committee Report on page 47 for further information.)

Executive Committee

The Executive Committee held one meeting during fiscal 2016. The Executive Committee serves primarily as a means for taking action requiring Board approval between regularly scheduled meetings of the Board. The Executive Committee is authorized to act for the full Board on matters other than those specifically reserved by Florida law solely to the Board. In practice, the Executive Committee’s actions are generally limited to matters that the full Board specifically delegates to the Executive Committee such as oversight of the Company’s stock repurchase program.

PROPOSAL 2

Proposal to Ratify the Appointment of Ernst & Young, LLP as Independent Certified Public Accountants

Appointment Proposed for Ratification

Based on the recommendation of the Audit Committee, the Company has selected Ernst & Young, LLP (“EY”) as its independent certified public accountants for the current fiscal year ending February 3, 2018 (fiscal 2017), subject to ratification of such appointment by the shareholders. Ratification of the Company’s independent certified public accountants is not required by the Company’s Bylaws or otherwise, but the Board has decided to seek such ratification as a matter of good corporate practice. In

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the event of a negative vote, the Audit Committee will reconsider its selection. EY has audited the accounts of the Company since first being engaged by the Company effective July 1, 2002. Representatives of EY are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions by shareholders.

We have been advised by EY that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

Recommendation

The Board of Directors recommends a vote “ FOR ” the ratification of appointment of Ernst & Young, LLP as our independent certified public accountants for the period specified.

Fees to Independent Accountants

The following table presents fees for professional services rendered by EY for the audit of the Company’s annual financial statements for fiscal 2016 (ended January 28, 2017) and fiscal 2015 (ended January 30, 2016) and fees billed for audit-related services, tax services and all other services rendered by EY for fiscal 2016 and fiscal 2015.

Audit Fees

Fees for audit services include aggregate fees billed for professional services rendered for the annual audits of the Company’s financial statements included in Form 10-K filings, the reviews of the Company’s quarterly reports on Form 10-Q, other SEC filings and audit consultations and the Sarbanes-Oxley Section 404 attestation.

Audit-Related Fees

Fees for audit-related services in fiscal 2016 and 2015 included the Company’s use of EY’s online research tools.

Tax Fees

Fees for tax services in fiscal 2016 and 2015 were principally related to special tax and international tax projects.

All audit-related services, tax services and other services in fiscal 2016 were pre-approved by the Audit Committee, which concluded that the provision of such services by EY was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee provides for pre-approval of audit, audit-related and tax services specifically described by the Audit Committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

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PROPOSAL 3

Advisory Resolution to Approve Executive Compensation

Summary of the Advisory Resolution

The Company is asking you for approval of the compensation of our named executive officers as described in this proxy statement (the say-on-pay vote). The Company’s named executive officers (“NEOs”) are identified in the Summary Compensation Table on page 58 in the Executive Compensation section and the accompanying tables contained in this proxy statement on pages 48-57. While the Board and its Compensation Committee will carefully consider the shareholder vote, the final vote is advisory in nature and will not be binding on the Board or the Company.

The Company has long demonstrated its commitment to sound executive compensation practices and corporate governance principles, working to ensure that its practices protect and further the interests of shareholders. We believe that our executive compensation programs, as described more fully in the “Executive Compensation” section of this proxy statement, are structured (i) to promote a performance-based culture which links the interests of management and shareholders; (ii) to support our business objectives; and (iii) to align our programs with recognized corporate governance best practices because:

As noted above, our compensation philosophy emphasizes pay for performance and places a significant percentage of NEO compensation “at risk.” For example, between 58% - 88% of our executive compensation opportunity for fiscal 2016 was subject to at-risk performance.

In addition, the Company has in the past sought and received shareholder approval for the incentive plans that we use to motivate, retain, and reward our executives. Those incentive plans include the Cash Bonus Incentive Plan, which the shareholders approved in 2015, and the 2012 Omnibus Plan, which the shareholders originally approved in 2012, and for which we are asking shareholder approval of an amendment and restatement this year. Compensation provided pursuant to these shareholder-approved plans makes up a majority of the pay that the Company provided to its NEOs.

At our 2016 Annual Meeting of Shareholders, we received 78% approval of our executive compensation for fiscal 2015. While we applied similar philosophy and practices in determining fiscal 2016 compensation for our NEOs, we conducted extensive shareholder outreach and took those comments into consideration in the design of our future programs.

Accordingly, the Board recommends that the shareholders approve the following advisory resolution:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Shareholders pursuant to compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion.

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Recommendation

The Board of Directors encourages shareholders to endorse the executive compensation program by voting in favor of this resolution. Although the say-on-pay vote is non-binding, the Board and its Compensation Committee, which is comprised entirely of independent directors, will consider the voting results, as well as other communications from shareholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program.

The Board of Directors recommends a vote “ FOR ” this proposal.

PROPOSAL 4

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Summary of the Advisory Vote

The Company also seeks your input about the frequency of future shareholder advisory votes on our executive compensation program. In particular, we are asking for a non-binding advisory vote on whether the advisory say-on-pay vote should occur every year, every two years, or every three years. The Company asks that you support a frequency period of every year for future non-binding shareholder votes on compensation of our NEOs.

After careful consideration, the Company has determined that an annual advisory vote on executive compensation is the most appropriate choice because it gives shareholders a formal mechanism for providing their direct input on our compensation philosophy, policy and practices as disclosed in our proxy statement every year. An annual advisory vote is also consistent with our desire to constructively engage with our shareholders on important issues such as executive compensation.

Recommendation

The Board of Directors recommends a vote for “ 1 YEAR ” on the proposal.

PROPOSAL 5

Proposal to Approve the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan and the Material Terms of the Performance Goals Under the Plan

Overview

The Company is asking you to APPROVE the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan (also referred to in this proxy statement as the “Amended and Restated 2012 Omnibus Plan”), which amends and restates the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan (the “2012 Omnibus Plan”). For the Company to continue to have the flexibility

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to use certain tax-effective incentives under Section 162(m) of the Internal Revenue Code (“Code Section 162(m)”) to align the interests of our executives and our shareholders, shareholders must approve the material terms of the performance goals under the plan every five years. In addition, certain amendments to the 2012 Omnibus Plan require shareholder approval to be effective. Approval of the Amended and Restated 2012 Omnibus Plan will constitute shareholder approval of the material terms of the performance goals, thus satisfying one of the Code Section 162(m) requirements, and will permit the Company to continue to offer a competitive compensation program in accordance with our compensation philosophy.

The 2012 Omnibus Plan was approved by our shareholders on June 21, 2012. The 2012 Omnibus Plan was amended effective February 1, 2017 to permit shares of common stock to be withheld from awards in an amount up to the maximum statutory tax withholding rate and further amended effective April 6, 2017 to add a clawback provision. Neither of these administrative changes required shareholder approval. On April 6, 2017, upon recommendation of the Compensation Committee, the Board approved and adopted the Amended and Restated 2012 Omnibus Plan described in this proposal, subject to shareholder approval. If approved by our shareholders, the Amended and Restated 2012 Omnibus Plan will become effective as of June 22, 2017.

The 2012 Omnibus Plan is the only equity incentive compensation plan under which the Company currently grants equity incentive awards to employees and non-employee directors. If the Amended and Restated 2012 Omnibus Plan is approved by our shareholders, awards made on or after June 22, 2017 will be granted in accordance with the terms of the Amended and Restated 2012 Omnibus Plan.

Summary of Amendments

The Amended and Restated 2012 Omnibus Plan includes the following amendments to the 2012 Omnibus Plan, which amendments have been approved by the Board, subject to approval of shareholders at the Annual Meeting:

Why You Should Vote For the Amended and Restated 2012 Omnibus Plan and Approval Under Section 162(m) of the Code

The Board believes that the Amended and Restated 2012 Omnibus Plan is important to the long-term success of the Company. The purpose of the Amended and Restated 2012 Omnibus Plan is to attract, retain and motivate highly qualified employees and non-employee directors, provide appropriate and competitive incentives to achieve long-range goals, and align the interests of employees and non-employee directors with the Company’s other shareholders. As an integral part of our pay-for-performance philosophy, awards under the Amended and Restated 2012 Omnibus Plan are intended to promote the long-term financial interest of the Company and our shareholders.

As of April 1, 2017, approximately 4,200,000 shares of common stock authorized under the 2012 Omnibus Plan were available to be granted in connection with awards under the plan. Under the proposed amendment and restatement, 5,000,000 shares of common stock would be added to the plan if our shareholders approve the Amended and Restated 2012 Omnibus Plan. The Company believes that increasing the number of shares reserved for issuance is necessary for the Company to continue to offer a competitive compensation program in accordance with our compensation philosophy that emphasizes pay-for-performance and places a significant percentage of executive compensation “at risk.”

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Equity awards, designed to align executives’ focus with shareholder value and with the long-term, future performance of the Company, are a fundamental component of the Company’s executive compensation program, as discussed further in the Compensation Discussion and Analysis found on pages 48-57 of this Proxy Statement. The Compensation Committee anticipates that the shares of common stock that will be available for new awards under the Amended and Restated 2012 Omnibus Plan if shareholders approve this proposal will provide the Company with flexibility to continue to grant equity awards under the Amended and Restated 2012 Omnibus Plan for approximately five (5) years following the 2017 Annual Meeting. This is only an estimate, however, based on current circumstances. The total number of shares awarded in any one year or from year to year may change based on any number of variables, such as the value of the Company’s common stock (since higher stock prices generally require fewer shares to be issued to produce awards of the same grant date fair value), changes in the Company’s equity grant practices, changes in the number of employees, whether and to what extent vesting conditions applicable to equity-based awards are satisfied, the number of shares that become available for new awards pursuant to the terms of the plan (for example, as a result of forfeitures), and changes in how the Company chooses to balance the elements of our compensation program.

If shareholders approve the Amended and Restated 2012 Omnibus Plan, the Company may grant awards under the Amended and Restated 2012 Omnibus Plan until June 21, 2027. If shareholders do not approve the Amended and Restated 2012 Omnibus Plan, the Company may continue to grant awards under the existing 2012 Omnibus Plan until June 20, 2022, although the shares remaining available under the 2012 Omnibus Plan may not be sufficient for the Company’s anticipated future needs and the Company will not be able to use certain tax-effective incentives under Code Section 162(m) to align the interests of our executives and our shareholders.

Code Section 162(m) prohibits publicly held companies from deducting certain compensation to any person who serves as the chief executive officer or who is one of the three other most highly compensated executive officers (other than the chief financial officer) in excess of $1,000,000 during the tax year. However, Code Section 162(m) provides that, to the extent that compensation is based on the attainment of performance goals set by the Compensation Committee pursuant to plans approved by our shareholders, the compensation is exempt from the deductibility limitations.

The Amended and Restated 2012 Omnibus Plan is designed to provide the Company with the authority to grant awards that qualify as performance-based compensation that meets the requirements of Code Section 162(m), as well as awards that do not so qualify. The Company is permitted and reserves the right to pay amounts that are not tax deductible to meet the design goals of our executive compensation program. In any event, because of the uncertainties associated with the application and interpretation of Code Section 162(m) and the regulations issued thereunder, there can be no assurance that compensation intended to satisfy the requirements for deductibility under Code Section 162(m) will in fact be deductible.

For the Company to continue to have the flexibility to pay performance-based compensation that meets the requirements of the performance-based exception under Code Section 162(m), the Company is also seeking re-approval of the material terms of the performance goals under which performance-based compensation is to be paid under the Amended and Restated 2012 Omnibus Plan. The material terms of the performance goals are (i) employees eligible for awards, (ii) individual grant limits on awards and (iii) the business criteria that can be used as performance measures for awards. Approval of the Amended and Restated 2012 Omnibus Plan will constitute shareholder approval of the material terms of the performance goals, thus satisfying one of the Code Section 162(m) requirements.

Amended and Restated 2012 Omnibus Plan Highlights

The Amended and Restated 2012 Omnibus Plan generally will be administered by the Compensation Committee, but awards made to non-employee directors will be approved by the entire Board. The Amended and Restated 2012 Omnibus Plan provides the Company flexibility to design compensatory awards that are responsive to the Company’s needs.

The Company believes the design of the Amended and Restated 2012 Omnibus Plan illustrates the Company’s commitment to best practices in equity compensation, prudent use of these limited resources and the promotion of a strong alignment with shareholder interest. Examples of best practice provisions and key features of the Amended and Restated 2012 Omnibus Plan that enable the Company to maintain sound governance practices in granting equity awards include:

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As of April 24, 2017, there were 129,488,741 total common shares outstanding, and the per-share closing price of our common stock as reported on the New York Stock Exchange was $13.85.

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Potential dilution is equal to the number of shares associated with outstanding grants plus the number of shares available for future grant under a plan divided by the sum of (a) the total number of shares of common stock outstanding and (b) the total outstanding and available shares under the plan. As of April 1, 2017, the Company’s potential dilution under the 2012 Omnibus Plan was approximately 6.1%. If the Amended and Restated 2012 Omnibus Plan is approved by shareholders, the potential dilution from awards authorized for issuance under the Amended and Restated 2012 Omnibus Plan will increase to approximately 9.6%. While the Company is aware of the potential dilutive effect of equity awards, it also recognizes the significant motivational and performance benefits that may be achieved in connection with making such awards.

Summary Description of the Amended and Restated 2012 Omnibus Plan

A summary of the provisions of the Amended and Restated 2012 Omnibus Plan is set forth in question and answer format below. The full text of the Amended and Restated 2012 Omnibus Plan appears as Annex A to this Proxy Statement. The following summary is qualified in its entirety by reference to the complete text of the Amended and Restated 2012 Omnibus Plan.

Who may participate ?

Employees of the Company and its subsidiaries and members of the Board of the Company or the boards of directors of its subsidiaries may be selected by the Compensation Committee or Board, as applicable, to receive awards under the Amended and Restated 2012 Omnibus Plan. If shareholders approve this proposal, approximately 200 employees and 8 non-employee directors, as of April 1, 2017, would be eligible to receive awards under the Amended and Restated 2012 Omnibus Plan. Based on its historic compensation practices, the Company expects that a range of 200 to 250 persons annually will receive awards under the Amended and Restated 2012 Omnibus Plan.

What shares are authorized for awards under the Amended and Restated 2012 Omnibus Plan?

Subject to approval by our shareholders, the aggregate number of shares authorized and reserved for issuance under the Amended and Restated 2012 Omnibus Plan (since inception on June 21, 2012) is the sum of (i) 12,000,000 shares of common stock; (ii) 3,500,000 shares of common stock that were available for future awards under any prior option plan of the Company (the “Prior Plans”) as of June 21, 2012 (including without limitation the 1992 Stock Option Plan, the 1993 Stock Option Plan, the 2002 Omnibus Stock and Incentive Plan and the Non-Employee Directors’ Stock Option Plan); and (iii) any shares of common stock that are represented by awards granted under any Prior Plans that are forfeited, expire or are canceled without delivery of shares of common stock to participants. As of April 1, 2017, approximately 4,200,000 shares of common stock authorized under the 2012 Omnibus Plan were available to be granted in connection with awards under the plan. Under the proposed amendment and restatement, 5,000,000 shares of common stock would be added to the plan if our shareholders approve the Amended and Restated 2012 Omnibus Plan. If shareholders do not approve the Amended and Restated 2012 Omnibus Plan, the share limit under the 2012 Omnibus Plan will remain in effect as approved by shareholders in 2012.

In general, if any award granted under the Amended and Restated 2012 Omnibus Plan is forfeited or canceled or is settled in cash (in each case without delivery of shares to the participant), the shares associated with such award will be available for future awards under the plan. In addition, if any shares associated with a restricted stock award, restricted stock unit award or performance award are not delivered to a participant because they are used to satisfy the minimum amount required to satisfy statutory tax withholding requirements, such shares will be available for future awards under the plan.

In contrast, if any shares associated with a restricted stock award, restricted stock unit award or performance award are not delivered to a participant because they are used to satisfy tax withholding obligations in excess of the minimum amount required to satisfy

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statutory tax withholding requirements, such shares will be counted against the aggregate plan limit and will not be available for future awards under the plan. In addition, if any shares associated with a stock option award or a stock appreciation right award are not delivered to a participant because they are used to satisfy the applicable tax withholding obligation, such shares will be counted against the aggregate plan limit and will not be available for future awards under the plan. Further, the full number of shares associated with a stock option exercise or stock appreciation right exercise, and not just the net shares issued upon exercise, will be counted against the aggregate plan limit and will not be available for future awards under the plan. Any shares of common stock purchased on the open market with cash proceeds from a stock option exercise will not be added to the aggregate plan limit.

Who administers the Amended and Restated 2012 Omnibus Plan?

The Amended and Restated 2012 Omnibus Plan generally will be administered by the Compensation Committee, except that awards made to non-employee directors will be approved by the entire Board. The Compensation Committee has the authority to interpret the Amended and Restated 2012 Omnibus Plan and awards granted under the plan, to prescribe, amend and rescind rules and regulations relating to the plan and awards granted under the plan, to determine the terms and conditions of awards granted under the plan and the related award agreements, to amend any outstanding award agreement, to construe and interpret the plan and the award agreements, and to make all other determinations for the administration of the plan and the awards.

With respect to non-employee directors, the authority described above rests with the Board and not the Compensation Committee.

The Board or the Compensation Committee, in its discretion, may delegate to any of the Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer of the Company all or part of the Committee’s authority and duties with respect to awards to employees who are not executive officers.

Are there limits on awards to individual participants or other award limits?

Yes. The number of shares of common stock issued under the Amended and Restated 2012 Omnibus Plan upon the exercise of incentive stock options will not exceed 7,000,000 shares of common stock. No participant may receive an aggregate of stock option awards and stock appreciation right awards during any one calendar year representing more than 750,000 shares of common stock. In addition, no participant may receive grants of restricted stock awards, restricted stock unit awards or other stock-based performance awards intended to qualify as performance-based compensation under Code Section 162(m) during any one calendar year representing more than 750,000 shares of common stock. Further, with respect to cash-based performance awards intended to qualify as performance-based compensation under Code Section 162(m), the maximum dollar value that may be granted to any one participant during any one calendar year is $10 million.

Finally, and in addition to the above, the aggregate value of cash compensation and the grant date fair value of awards under the Amended and Restated 2012 Omnibus Plan to any one non-employee director (other than the non-executive Chair of the Board) during any fiscal year of the Company shall not exceed $750,000.

These limits are subject to adjustments for stock splits, stock dividends, recapitalizations and other similar transactions or events.

What types of awards may be granted?

Awards under the Amended and Restated 2012 Omnibus Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. Performance awards include both cash-based and stock-based awards.

Upon what terms may options be awarded?

Stock options entitle the optionee to purchase shares of common stock at a price equal to or greater than the fair market value of the underlying common stock on the date of grant. Options may be either incentive stock options or nonqualified stock options, but only employees may be granted incentive stock options. At the time of grant, the Compensation Committee will fix the exercise price of a stock option granted to an employee and the Board will fix the exercise price of a stock option granted to a non-employee director. Other than in connection with substitute awards, the option price must not be less than the fair market value of the common stock on the date of grant. The option may specify that the option price is payable (i) in cash, (ii) by the delivery to the Company of unrestricted shares of common stock already owned by the optionee, (iii) by withholding shares of common stock otherwise issuable in connection with the exercise of the option, (iv) with any other legal consideration the Compensation Committee may deem appropriate or (v) any combination of the foregoing. To the extent permitted by applicable law and regulations, the Compensation Committee or the Board, as the case may be, may also permit a participant to pay the option price through a broker-assisted cashless exercise. No stock option may be exercised more than ten years from the date of grant. Each grant may specify a period of continuous employment or service with the Company or any subsidiary that is necessary before the stock option or any portion thereof will become exercisable, provided that a participant will become fully vested with regard to a stock option award in the event the participant dies or becomes totally and permanently disabled (as determined in the sole discretion of the Compensation Committee or its delegee) while still employed by or in service to the Company.

In addition, the exercise price of an incentive stock option cannot be less than 100% of the fair market value of the of the underlying common stock on the date of grant (or 110% of the fair market value in the case of an incentive stock option granted to a person at a time when such person owns, within the meaning of Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the employer corporation (or a parent or subsidiary of such corporation within the meaning of Section 424 of the Code), and such option must be exercised within five years of the date of grant). The value in incentive stock options, based on the underlying shares’ fair market value on the date of grant, that can be exercisable for the first time by any participant in any calendar year under the plan and under all other incentive stock option plans of the Company and any parent and subsidiary corporations of the Company (as those terms are defined in Section 424 of the Code) shall not exceed $100,000.

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Upon what terms may stock appreciation rights be granted?

Stock appreciation rights represent the right to receive an amount equal to the difference between the base “SAR price” established for such rights and the fair market value of the common stock on the date the rights are exercised. Payment of the amount may be made in shares of common stock, in cash, or in a combination thereof as specified in the stock appreciation right agreement. At the time of grant, the Compensation Committee or the Board, as applicable, will fix the SAR price. Other than in connection with substitute awards, the SAR price must not be less than the fair market value of the common stock on the date of grant. The participant does not pay anything upon exercise of the stock appreciation right (except for required tax withholding). No stock appreciation right may be exercised more than ten years from the date of grant. Each grant may specify a period of continuous employment or service with the Company or any subsidiary that is necessary before the stock appreciation right or any portion thereof will become exercisable, provided that a participant will become fully vested with regard to a stock appreciation right award in the event the participant dies or becomes totally and permanently disabled (as determined in the sole discretion of the Compensation Committee or its delegee) while still employed by or in service to the Company.

Upon what terms may restricted stock be awarded?

An award of restricted stock involves the immediate transfer by the Company to a participant of ownership of a specific number of shares of common stock in return for the performance of services. Restricted stock is subject to forfeiture and generally may not be transferred by a participant until the restrictions established by the Compensation Committee or the Board, as the case may be, lapse. The restrictions may take the form of a period of continuous employment or service with the Company or any subsidiary (i.e., time-based vesting) or the achievement of stock price goals and performance or other goals (i.e., performance-based vesting). Upon grant, holders of restricted stock will have voting, dividend and other ownership rights in such shares during the restriction period. The grant may be made without payment of additional consideration by the participant other than the performance of future services.

Restricted stock must be subject to a “substantial risk of forfeiture” within the meaning of Code Section 83 for a period to be determined by the Compensation Committee on the grant date. A restricted stock award may be designated as performance-based compensation under Code Section 162(m).

Upon what terms may restricted stock units be granted?

An award of restricted stock units granted under the Amended and Restated 2012 Omnibus Plan represents the right to receive a specific number of shares of common stock or a cash equivalent at the end of a specified restriction period. The restrictions may take the form of a period of continuous employment or service with the Company or any subsidiary (i.e., time-based vesting) or the achievement of stock price goals and performance or other goals (i.e., performance-based vesting), as established by the Compensation Committee or the Board, as the case may be. During the restriction period, the participant has no right to vote the shares of common stock represented by the units. The Compensation Committee or the Board, as the case may be, may provide for payment of dividend equivalents in connection with restricted stock units, but dividend equivalents shall be paid only in accordance with Section 409A of the Internal Revenue Code (“Code Section 409A”) and only if the restricted stock unit award is earned. The grant of restricted stock units will be made without any consideration from the participant other than the performance of future services. A restricted stock unit award may be designated as performance-based compensation under Code Section 162(m).

Upon what terms may performance awards be granted?

A performance award may be denominated in shares of common stock or in cash, and each grant will specify one or more performance objectives, established by the Compensation Committee or the Board, as the case may be, to be met within a specified period (the “performance period”), to receive the common stock or cash. If by the end of the performance period the participant has achieved the specified performance objectives, the participant will be deemed to have fully earned the performance award. To the extent earned, the performance award will be paid to the participant at the time and in the manner determined by the Compensation Committee of the Board, as the case may be, in cash, shares of common stock or any combination thereof. The Compensation Committee or the Board, as the case may be, may provide for payment of dividend equivalents in connection with performance awards, but dividend equivalents shall be paid only in accordance with Code Section 409A and only if the performance award is earned. A performance award may be designated as performance-based compensation under Code Section 162(m) and any such award shall require at least a one-year performance period.

What is the Code Section 162(m) exemption?

Code Section 162(m) prevents a publicly held corporation from claiming income tax deductions for compensation in excess of $1,000,000 paid to certain senior executives. Compensation is exempt from this limitation if it is “qualified performance-based compensation.” Because the 2012 Omnibus Plan was previously approved by shareholders, stock options and stock appreciation rights granted under the 2012 Omnibus Plan or Amended and Restated 2012 Omnibus Plan qualify as performance-based compensation. If the Amended and Restated 2012 Omnibus Plan is approved by shareholders, restricted stock awards, restricted stock unit awards and performance awards may be granted under the Amended and Restated 2012 Omnibus Plan as qualified performance-based compensation under Code Section 162(m) or may be granted as awards that are not intended to qualify as performance-based compensation under Code Section 162(m). Each award may qualify as performance-based compensation, so long as certain requirements are met, including the prior approval by shareholders of the performance measures.

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What are the performance measures for restricted stock awards, restricted stock unit awards and performance awards?

The Amended and Restated 2012 Omnibus Plan provides that grants of restricted stock, restricted stock units and performance awards may be made based upon performance objectives/ measures (the “Performance Measures”). Any such performance award, restricted stock award or restricted stock unit award intended to qualify as performance-based compensation under Code Section 162(m) shall be conditioned on the achievement of one or more Performance Measures, to the extent required by Code Section 162(m). The Performance Measures that may be used by the Compensation Committee for such awards shall be based on any one or more of the following, as selected by the Committee: net sales; comparable sales; revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or after allocation of corporate overhead and bonus); net earnings; earnings per share; net income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or maintenance of share price; gross profits; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; cash flow or cash flow per share (before or after dividends); free cash flow; return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins, gross margins or cash margins; year-end cash; debt reductions; shareholder equity; market share; regulatory achievements; implementation, completion, or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel. The Performance Measures may be expressed in terms of absolute growth, cumulative growth, percentage growth, a designated absolute amount, percentage of sales, and per share value of common stock outstanding. In addition, the Performance Measures may be based solely by reference to the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company, or based upon the Company’s performance relative to the performance of one or more companies or an index covering multiple companies. The Committee may also exclude, if provided in the award agreement, charges related to an event or occurrence which the Committee determines should appropriately be excluded, including but not limited to (a) restructurings, discontinued operations, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles. For performance awards, restricted stock or restricted stock units intended to qualify as performance-based compensation under Code Section 162(m), the grant of the performance award, restricted stock or restricted stock units, the establishment of the Performance Measures and the certification as to whether such Performance Measures have been satisfied shall be made in a manner and during the period required under Code Section 162(m). The Committee retains the discretion to adjust the compensation or economic benefit due upon attainment of any Performance Measure and to adjust the Performance Measures themselves, but any such adjustment shall be made only in conformity with the requirements of Code Section 162(m) for awards intending to qualify as performance-based compensation.

What is the maximum amount payable upon attainment of the specified performance-based objectives?

No participant may receive restricted stock awards, restricted stock unit awards or other stock-based performance awards intended to qualify as performance-based compensation under Code Section 162(m) during any one calendar year representing more than 750,000 shares of common stock. In addition, with respect to cash-based performance awards intended to qualify as performance-based compensation under Code Section 162(m), the maximum dollar value granted to any one participant during any one calendar year is $10 million.

Are there minimum vesting requirements for awards under the Amended and Restated 2012 Omnibus Plan?

Yes. Except with respect to a maximum of 5% of the shares of common stock authorized under the Amended and Restated 2012 Omnibus Plan, no portion of an award shall vest prior to the first anniversary of the date of grant, subject to applicable provisions regarding accelerated vesting in the event of a participant’s death, disability or termination of employment (including retirement) or a change in control.

How are awards under the Amended and Restated 2012 Omnibus Plan treated in the event of a termination of employment or service?

A participant will become fully vested with regard to a stock option award or a stock appreciation right award in the event the participant dies or becomes totally and permanently disabled (as determined in the sole discretion of the Compensation Committee or its delegee) while still employed by or in service to the Company. With respect to other types of awards and other termination events, the Compensation Committee or the Board, as the case may be, may provide for partial or full vesting in connection with the termination of a participant’s employment or service on such basis as it deems appropriate.

How are awards under the Amended and Restated 2012 Omnibus Plan treated in the event of a change in control of the Company?

In the event of a “change in control” (as defined in the Amended and Restated 2012 Omnibus Plan), the Compensation Committee or the Board, as applicable, may, subject to compliance with Code Section 409A, take such action as it deems appropriate in its sole discretion and without the consent of any participant. These actions may include, without limitation, the following: (i) provide for the purchase, settlement or cancellation of any award by the Company for an amount of cash equal to the amount which could have been obtained upon the exercise of such award or realization of

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a participant’s rights had the award been currently exercisable or payable, (ii) adjust outstanding awards as the Committee or Board deems appropriate to reflect the change in control and retain the economic value of the award, or (iii) cause any outstanding award to be assumed, or new rights substituted therefor, by the successor company in such change in control.

In connection with a change in control, the Compensation Committee or the Board, as applicable, may provide for acceleration of the vesting, delivery and exercisability of, and the lapse of time-based and/or performance-based vesting restrictions with respect to, an outstanding award, and for the replacement of a stock-settled award with a cash-settled award.

In the event of a change in control of the Company, any award subject only to time-based vesting will accelerate and become fully vested if either (i) the successor company does not assume, convert, continue, or otherwise replace the outstanding award on proportionate and equitable terms, or (ii) the successor company assumes, converts, continues, or otherwise replaces the outstanding award on proportionate and equitable terms and the participant is terminated without cause within 24 months following the change in control.

In the event of a change in control of the Company, unless the award agreement or the Compensation Committee or Board provide otherwise, any award subject to performance-based vesting will accelerate and become fully vested if either (i) the successor company does not assume, convert, continue, or otherwise replaces the outstanding award on proportionate and equitable terms, or (ii) the successor company assumes, converts, continues, or otherwise replaces the outstanding award on proportionate and equitable terms and the participant is terminated without cause within 24 months following the change in control.

The provision that awards that are assumed by the successor company (or otherwise converted, continued or replaced in connection with a change in control) will experience accelerated vesting only if the participant experiences a qualifying termination is commonly referred to as a “double-trigger” acceleration provision. The Company believes a mandatory double-trigger provision for time-based awards and a flexible default double-trigger provision for performance based-awards that are assumed by the successor company (or otherwise converted, continued or replaced in connection with a change in control) is a good governance practice. While the Company recognizes the benefits of double-trigger acceleration in certain change in control circumstances and has included the provisions described above for this reason, the Board also believes it is appropriate to retain flexibility in the case of performance-based awards granted under the Amended and Restated 2012 Omnibus Plan and to avoid restricting the range of available alternatives for structuring performance-based equity compensation opportunities for the Company’s executives, other employees and non-employee directors. As a result the double-trigger provision is mandatory for time-based awards but for performance-based awards is a default provision that can be modified by the award agreement or the Compensation Committee or the Board.

Are awards under the Amended and Restated 2012 Omnibus Plan transferable?

Except as provided below, no award under the Amended and Restated 2012 Omnibus Plan may be transferred by a participant other than by will or the laws of descent and distribution, and stock options and stock appreciation rights may be exercised during the participant’s lifetime only by the participant. The Compensation Committee or the Board, as the case may be, may expressly provide in an award agreement that the participant may transfer restricted stock to a trust that the Committee or the Board may approve.

How can awards under the Amended and Restated 2012 Omnibus Plan be amended?

As is customary in stock and incentive plans of this nature, in the event of any increase or decrease in the outstanding shares of the Company’s common stock resulting from a stock split or other division or consolidation of shares, the payment of a stock dividend on shares of common stock, or similar change in the number of outstanding shares of the Company’s common stock without any receipt of consideration by the Company, then the number of shares of common stock that remain available under the Amended and Restated 2012 Omnibus Plan, the number of shares covered by each outstanding stock option or stock appreciation right, the exercise price for each outstanding stock option or stock appreciation right, the purchase price per share and the number and any purchase price for any other outstanding awards involving common stock (or equivalents), in each case, shall be proportionately and appropriately adjusted by the Compensation Committee or the Board.

Similarly, subject to any required action by our shareholders, if any change occurs in the Company’s common stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the Company’s common stock, then number of shares of common stock that remain available under the Amended and Restated 2012 Omnibus Plan, the number and type of shares of common stock then covered by each outstanding stock option or stock appreciation right, the exercise price for each outstanding stock option or stock appreciation right, and the purchase price per share and the number and any purchase price for any other outstanding awards involving common stock (or equivalents), in each case, shall be proportionately and appropriately adjusted by the Compensation Committee or the Board.

Other than as provided in the Amended and Restated 2012 Omnibus Plan in connection with any increase or decrease in the outstanding shares of the Company’s common stock or in connection with any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the Company’s common stock, as described above, the Compensation Committee and the Board shall not without the approval of the shareholders of the Company (i) lower the exercise price of an outstanding stock option or stock appreciation right, (ii) cancel an outstanding stock option or stock

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appreciation right when the exercise price exceeds the fair market value of the underlying shares of common stock in exchange for another award or cash (other than in connection with substitute awards), or (iii) take any other action with respect to an outstanding stock option or stock appreciation right that would be treated as a repricing under the rules and regulations of the principal stock exchange on which the common stock is traded.

How can the Amended and Restated 2012 Omnibus Plan be amended or terminated?

The Amended and Restated 2012 Omnibus Plan may be amended by the Board, but without further approval by the shareholders of the Company to the extent such shareholder approval is required by applicable law, regulation or listing standard, no such amendment may: (i) increase the total number of shares of common stock that may be issued pursuant to awards granted under the Amended and Restated 2012 Omnibus Plan, (ii) change the designation of the class of employees eligible to receive awards, (iii) decrease the minimum option or stock appreciation rights price set forth under the Amended and Restated 2012 Omnibus Plan, (iv) extend the period during which an option or stock appreciation right may be exercised beyond the maximum period specified in the Amended and Restated 2012 Omnibus Plan, (v) otherwise materially modify the requirements as to eligibility for participation in the Amended and Restated 2012 Omnibus Plan, (vi) otherwise materially increase the benefits under the Amended and Restated 2012 Omnibus Plan, or (vii) withdraw the authority to administer the Amended and Restated 2012 Omnibus Plan as to awards made to employees from the Committee. Notwithstanding the foregoing, the Board may amend the Plan to incorporate or conform to requirements imposed by and amendments made to the Internal Revenue Code or regulations promulgated thereunder which the Board deems to be necessary or desirable to preserve (A) incentive stock option status for outstanding incentive stock options and to preserve the ability to issue incentive stock options pursuant to the Amended and Restated 2012 Omnibus Plan, (B) the deductibility by the Company of amounts taxed to participants as ordinary compensation income, and (C) the status of any award as exempt from registration requirements under any securities law for which the award was intended to be exempt.

The Board may terminate or suspend the Amended and Restated 2012 Omnibus Plan or any portion thereof at any time, but no suspension or termination shall impair the rights of a participant under an outstanding award without the consent of the affected participant.

What is the duration of the Amended and Restated 2012 Omnibus Plan?

Unless terminated sooner by the Board as described above, the Amended and Restated 2012 Omnibus Plan shall be of unlimited duration to facilitate administration of awards issued under the plan, but no award will be granted under the Amended and Restated 2012 Omnibus Plan after June 21, 2027.

Are awards under the Amended and Restated 2012 Omnibus Plan subject to clawback?

Yes. The Company has a formal compensation clawback policy for adjustment, cancellation or recovery of excess incentive awards or payments to all executive officers in the event of a financial restatement, which applies to awards under the Amended and Restated 2012 Omnibus Plan that are subject in any way to performance-based vesting. In addition, the Amended and Restated 2012 Omnibus Plan includes a clawback provision that subjects all awards granted under the plan to any additional clawback that may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any securities exchange on which the common stock is then listed or reported.

What are the tax consequences of the Amended and Restated 2012 Omnibus Plan?

The following is a brief summary of certain of the general U.S. federal income tax consequences of certain awards under the Amended and Restated 2012 Omnibus Plan. This summary is based on U.S. federal income tax laws and regulations in effect on the date of this Proxy Statement and is not a complete description of the U.S. federal income tax laws.

In general, an optionee will not recognize income at the time a nonqualified stock option is granted. At the time of exercise, the optionee will recognize ordinary income in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares on the date of exercise. At the time of sale of shares acquired pursuant to the exercise of a nonqualified stock option, any appreciation (or depreciation) in the value of the shares after the date of exercise generally will be treated as capital gain (or loss).

An optionee generally will not recognize income upon the grant or exercise of an incentive stock option. If shares issued to an optionee upon the exercise of an incentive stock option are not disposed of in a disqualifying disposition within the later of two years after the date of grant or one year after the transfer of the shares to the optionee, then upon the sale of the shares any amount realized in excess of the option price generally will be taxed to the optionee as long-term capital gain and any loss sustained will be a long-term capital loss. If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to any excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares) over the option price paid for the shares. Any further gain (or loss) realized by the optionee generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

Subject to certain exceptions for death or disability, if an optionee exercises an incentive stock option more than three months after termination of employment, the exercise of the option will be taxed as the exercise of a nonqualified stock option. In addition, if an optionee is subject to federal “alternative minimum tax,” the exercise of an incentive stock option will be treated essentially the same as a nonqualified stock option for purposes of the alternative minimum tax.

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A recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock at such time as the shares are no longer subject to a risk of forfeiture or restrictions on transfer for purposes of Code Section 83. However, a recipient who so elects under Code Section 83(b) within thirty days of the date of grant of the restricted stock will recognize ordinary income on the date of grant of the shares equal to the excess of the fair market value of the restricted stock (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. Thereafter, if the shares are forfeited and the participant has made a Section 83(b) election, the participant will be entitled to a deduction, refund, or loss, for tax purposes only, in an amount equal to any purchase price of the forfeited shares. Dividends on restricted stock generally will be treated as compensation that is taxable as ordinary income to the participant and will be deductible by the Company when paid. If, however, the participant has made a Section 83(b) election, the dividends will be taxable as ordinary income to the participant but will not be deductible by the Company.

A participant generally will not recognize income upon the grant of restricted stock units. A recipient of restricted stock units generally will not recognize income until cash and/or shares of common stock are delivered to the recipient at the end of the restriction period and are no longer subject to a substantial risk of forfeiture or restrictions on transfer for purposes of Code Section 83. At that time, the participant generally will recognize as ordinary income an amount equal to the amount of any cash received and the fair market value of any unrestricted shares of common stock received. The Company will be entitled to a deduction at the time and in the amount that is included in the participant’s income by reason of the receipt. For each share of common stock received in respect of a restricted stock unit, the taxation of the post-settlement appreciation or depreciation upon a subsequent disposition is generally treated as short-term or long-term capital gain (or loss) depending on the holding period.

A participant generally will not recognize income upon the grant of performance awards. Upon payment of performance awards in cash and/or shares of common stock, the participant generally will recognize as ordinary income an amount equal to the amount of any cash received and the fair market value of any unrestricted shares of common stock received. The Company will be entitled to a deduction at the time and in the amount that is included in the participant’s income by reason of the receipt. For each share of common stock received in respect of a performance award, the taxation of the post-settlement appreciation or depreciation upon a subsequent disposition is generally treated as short-term or long-term capital gain (or loss) depending on the holding period.

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or subsidiary for which the participant performs services generally will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the $1,000,000 limitation on certain executive compensation under Code Section 162(m).

The Compensation Committee may grant awards that are either exempt from or subject to Code Section 409A. Code Section 409A imposes certain requirements on non-qualified deferred compensation arrangements, including requirements with respect to an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Code Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, or the individual’s death). Code Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Code Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.

Under current Internal Revenue Service guidance, certain awards under the Amended and Restated 2012 Omnibus Plan are excluded from non-qualified deferred compensation to which Code Section 409A applies. These excluded awards are stock options under which shares of common stock are issued, stock appreciation rights under which shares of common stock are issued, restricted stock, restricted stock units that are paid at or shortly after vesting, and performance awards that are paid at or shortly after vesting. Other awards under the Amended and Restated 2012 Omnibus Plan may be treated as non-qualified deferred compensation to which Code Section 409A applies, and in such case it is generally the Company’s intent that such awards be designed to comply with the election timing, payment timing, and other requirements of Code Section 409A.

If an award is subject to and fails to satisfy the requirements of Code Section 409A, the recipient of that award will recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Code Section 409A fails to comply with the provisions of Code Section 409A, Code Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as possible interest requirements with respect to such amounts, and will have certain withholding requirements.

The foregoing is only a summary of the effect of federal income taxation upon the Company and upon participants, is not complete and does not discuss the federal employment taxes, tax consequences of any participant’s death or the income tax laws of any municipality, state, or foreign country in which a participant may reside. The foregoing is not legal or tax advice .

Where can I get a copy of the Amended and Restated 2012 Omnibus Plan?

This summary is not a complete description of all provisions of the Amended and Restated 2012 Omnibus Plan. A copy of the Amended and Restated 2012 Omnibus Plan, as proposed to be adopted, is attached hereto as Annex A.

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New Plan Benefits

Participation and the types of awards granted under the Amended and Restated 2012 Omnibus Plan are subject to the discretion of the Compensation Committee or the Board, as the case may be, and no determination has been made as to the awards, if any, that any individuals who would be eligible to participate in the plan will be granted in the future. Therefore, the benefits or amounts that will be received by any participant or groups of participants if the Amended and Restated 2012 Omnibus Plan is approved are not currently determinable.

Recommendation

The Board of Directors recommends a vote “ FOR ” the approval of the Chico’s FAS, Inc. Amended and Restated 2012 Omnibus Stock and Incentive Plan and the material terms of the performance-based compensation under the Plan for purposes of compensation deductibility under Internal Revenue Code Section 162(m).

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AUDIT COMMITTEE REPORT

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee consists of three directors and operates under a written charter adopted by the Board of Directors. The current members of this Committee are David F. Walker (Chair), John J. Mahoney and Andrea M. Weiss. Each member of the Committee is independent in the judgment of the Company’s Board of Directors, as required by NYSE listing standards and as set forth in the Company’s Corporate Governance Guidelines. This Committee is responsible for selecting, engaging, evaluating and negotiating fee arrangements with the Company’s independent certified public accountants (the “Independent Accountants”) with input from the Company’s Board and management. Management is responsible for the Company’s internal controls and the financial reporting process. The Independent Accountants are responsible for performing an audit of internal control over financial reporting that is integrated with an audit of the Company’s consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board in the United States (“PCAOB”), and for expressing opinions thereon. This Committee’s responsibility is to monitor and oversee these processes.

The members of this Committee do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the Independent Accountants, nor can this Committee certify that the Independent Accountants are “independent” under applicable rules. This Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management, internal auditors, and the Independent Accountants on the basis of several factors, including the information it receives, discussions with management, internal auditors, and the Independent Accountants, and the experience of this Committee’s members in business, and with financial and accounting matters.

As part of its oversight of the Company’s financial reporting process, this Committee reviews and discusses with both management and the Company’s Independent Accountants all annual and quarterly financial statements prior to their issuance, including receiving reports on the matters discussed in management’s Disclosure Committee meetings. This Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended January 28, 2017 (fiscal 2016), with management and the Company’s Independent Accountants. Management advised the Audit Committee that the Company’s fiscal 2016 consolidated financial statements had been prepared in accordance with accounting principles generally accepted in the United States, and presented significant accounting and disclosure matters to this Committee. Discussions with the Independent Accountants regarding the Company’s fiscal 2016 audited financial statements included the Independent Accountants’ judgments about the quality, not just the acceptability, of the Company’s accounting principles and underlying estimates used in the Company’s financial statements, as well as other matters, as required to be discussed under applicable auditing standards as adopted by the PCAOB and by the Audit Committee’s charter.

This Committee annually evaluates, with input from management and the internal auditor, the quality of services and sufficiency of resources provided by the Independent Accountants, communications and interactions with the Independent Accountants, and assesses the Independent Accountants’ independence, objectivity and professional skepticism. The Company’s Independent Accountants provided the Committee the written disclosures and the letter required by applicable requirements of the PCAOB for independent auditor communications with Audit Committees concerning its independence, and this Committee discussed the results of the evaluation process with the independent auditors, including their independence from the Company.

In addition, this Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, this Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and control.

Based upon the Audit Committee’s discussion with management, the internal auditor, and the Independent Accountants, this Committee’s review of the representations of management, and the report of the Independent Accountants to this Committee, and subject to the limitations on the role and responsibilities of this Committee described above and in the Committee’s charter, this Committee recommended that the Board of Directors approve the inclusion of the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission as of and for the fiscal year ended January 28, 2017.

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EXECUTIVE OFFICERS

The following table sets forth certain information regarding the Company’s current executive officers.

Non-Director Executive Officers

Todd E. Vogensen is Executive Vice President - Chief Financial Officer and Assistant Corporate Secretary for the Company. Mr. Vogensen joined the Company in October 2009 as Vice President - Financial Planning and Analysis, followed by the role of Vice President - Investor Relations, before his promotion to Senior Vice President - Finance and subsequently named Executive Vice President - Chief Financial Officer and Assistant Corporate Secretary. Prior to joining the Company, Mr. Vogensen served in executive finance roles at Michaels Stores, Inc., an arts and crafts retail chain, Gap, Inc., a clothing and accessories retailer, and Hewlett Packard Company, an information technology company, as well as Audit Manager and CPA at accounting firm PricewaterhouseCoopers LLP.

Diane M. Ellis is Brand President - Chico’s having joined the Company in November 2016. Prior to joining the Company, Ms. Ellis served as Chief Executive Officer of The Limited Stores, 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.

Donna M. Colaco is Brand President - White House Black Market, having joined the Company in August 2007. Ms. Colaco has over 30 years of experience in women’s specialty apparel. Prior to joining the Company, Ms. Colaco worked for Ann Taylor Corporation, a women’s retail chain, for more than 10 years in numerous capacities including, serving as President of Ann Taylor LOFT. Prior to Ann Taylor, Ms. Colaco worked for the Lerner New York Division of Limited, Inc., a women’s fashion retailer, and Petrie Stores Corporation, a women’s apparel retailer.

Laurie J. Van Brunt, who served as Brand President - Soma, left the Company in March 2017, having joined the Company in May 2010. Ms. Van Brunt has over 30 years of experience in retail. Prior to joining the Company, Ms. Van Brunt spent the previous five years with J.C. Penney Company, a department store retailer, serving as its Marketing Divisional Vice President, Director of Brand Management and most recently as Divisional Vice President-Intimate Apparel. Prior to J.C. Penney, Ms. Van Brunt served as Executive Vice President-General Merchandise Manager for the Lane Bryant Division of Limited Brands, a women’s fashion retailer, General Merchandise Manager for Chadwicks of Boston, a women’s fashion retailer, and Petite Sophisticates Division of Casual Corner/U.S. Shoe, a women’s fashion retailer, and as a merchant for May Company, a company with retail department stores.

Kristin L. Oliver is Executive Vice President - Chief Human Resources Officer, having joined the Company in May 2016.  Previously, she spent 11 years at Wal-Mart Stores, Inc., a multinational retail corporation, serving as its Executive Vice President, Walmart U.S. People, Senior Vice President, Walmart International People, and Vice President and Division General Counsel, Employment.  Before joining Walmart, Kristin was a partner in the Tulsa, Oklahoma law firm of Gable and Gotwals, where she practiced commercial litigation and employment law.

Susan S. Lanigan is Executive Vice President - General Counsel, having been hired by the Company in May 2016. Ms. Lanigan currently serves as Chair of the Tennessee Education Lottery

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Commission and is a director of the board of Kirkland’s, Inc., a specialty retailer of home decor and gifts. Ms. Lanigan joined Dollar General Corporation, the nation’s largest small box retailer of discount consumable basic merchandise, in 2002 as Vice President, General Counsel and Secretary, and in 2005, was promoted to Executive Vice President. She retired from Dollar General in 2013. Prior to joining Dollar General, Ms. Lanigan served as Senior Vice President, General Counsel and Secretary at Zale Corporation, a specialty retailer of fine jewelry. Prior to her time at Zale, Ms. Lanigan held legal positions with Turner Broadcasting, a media conglomerate and division of Time Warner, and the law firm of Troutman Sanders LLP.

Ann E. Joyce is Executive Vice President - Chief Information Officer for the Company, having joined the Company in November 2015. Ms. Joyce has 30 years of information technology experience supporting the apparel industry, including retail, wholesale, licensing, manufacturing, and international environments. Prior to joining the Company, Ms. Joyce served as Senior Vice President and Chief Information Officer at Aeropostale, Inc. for 12 years.  During her tenure, Aeropostale was recognized as a Top Innovator by Apparel Magazine and helped lead the industry into mobile payments. Prior to Aeropostale, Ms. Joyce held various positions including the position of Vice President of Global Applications at Polo Ralph Lauren from 1996 until 2002. Ms. Joyce has also held positions of increasing scope and responsibility at Leslie Faye, and Garan, Inc. since starting her career.

John R. Lund is Senior Vice President, Supply Chain Operations, having joined the Company in November 2016. Most recently, he was the founder and principal at Lund Simon Consulting, specializing in helping organizations to master the complexities of supply chain operations while driving profitable growth. Prior to founding Lund Simon Consulting, Dr. Lund held various leadership roles with increasing responsibility at The Walt Disney Company, including SVP, Integrated Supply Chain Management from 2013 to 2016, and Senior Vice President Disney Parks Supply Chain Management from 2006 to 2013, after having joined Disneyland Paris in 1992 as Manager, Transportation, Telecommunication & General Services. Prior to his career at Disney, Dr. Lund worked at RAND, an internationally renowned nonprofit research center for public policy. During his career at RAND from 1984 to 1992, he advised the US government on national security strategy, political-economic affairs, and military planning. While at RAND, he authored or co-authored numerous books and reports. John holds a doctorate in policy analysis from Pardee RAND Graduate School, an MA in international affairs from Columbia University, and a BA in international relations and economics from St. Joseph’s University.

David M. Oliver is Group Vice President - Finance, Controller and Chief Accounting Officer.  Mr. Oliver joined Chico’s FAS, Inc. in March 2012 as Vice President Controller.  Prior to joining Chico’s FAS, Inc., Mr. Oliver held various finance roles with SUPERVALU Inc., a retail and wholesale grocery chain, including Chief Financial Officer - Supply Chain Services, Vice President, Corporate Controller and Vice President, Investor Relations.  Mr. Oliver also served as an executive finance officer at the Arden Group, Inc. and The Vons Companies, Inc., both food supermarket retailers, as well as Audit Manager and CPA at the accounting firm Arthur Andersen.

Cynthia S. Murray, who served as Brand President - Chico’s, left the Company in September 2016, having joined the Company in February 2009. Ms. Murray has over 30 years of experience in retail. Prior to joining the Company, Ms. Murray spent the previous five years with Stage Stores, Inc., a company that operates retail department stores, most recently serving as its Executive Vice President and Chief Merchandising Officer. Prior to Stage Stores, Ms. Murray worked for Talbot’s, a women’s apparel retailer, and Saks Fifth Avenue / Saks Off 5 ^th , a department store retailer, among other retailers.

None of the executive officers or directors who currently serve or who served in such capacities during fiscal 2016 are related to one another. There are no arrangements or understandings pursuant to which any executive officer was elected to office. Executive officers are elected by and serve at the discretion of the Board of Directors.

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HUMAN RESOURCES, COMPENSATION AND BENEFITS COMMITTEE REPORT

The following report of the Human Resources, Compensation and Benefits Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

The Human Resources, Compensation and Benefits Committee evaluates and establishes compensation for executive officers and oversees the deferred compensation plan, the Company’s management equity compensation plans, and other management incentive, benefit and perquisite programs. Management has the primary responsibility for the disclosure of executive compensation in the Company’s financial statements and reporting process. With this in mind, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis found on pages 48-57 of this proxy statement. The Compensation Committee is satisfied that the Compensation Discussion and Analysis fairly and completely represents the philosophy, intent, and actions of the Compensation Committee with regard to executive compensation and recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

MEMBERS OF THE HUMAN RESOURCES, COMPENSATION AND BENEFITS COMMITTEE

John J. Mahoney, Chair

William S. Simon

Stephen E. Watson

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis describes the material elements of the Company’s executive compensation program, how it is designed to support the achievement of our key strategic and financial objectives, and the compensation decisions the Compensation Committee made under the program for our Named Executive Officers (“NEOs”) as defined under SEC rules, who for fiscal 2016 were:

Executive Summary

Business Highlights

Compensation Highlights

Compensation Elements

Our compensation program is designed to attract and retain talented leaders and reward them for achievement of our key financial and strategic objectives. Our compensation elements seek to balance all aspects of an executive’s responsibilities: base salary for day-to-day responsibilities, cash incentive bonus for shorter-term returns linked to annual Company performance, and equity awards for aligning the executives’ focus with shareholder value and the long-term, future performance of the Company. The following table provides a summary of the direct compensation elements of our executive compensation program, their principal contribution to our compensation objectives, and the key actions and decisions made with respect to each element for fiscal 2016.

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Target Pay Mix

There is no pre-established policy or target for the allocation between either cash and non-cash incentive compensation or short-term and long-term incentive compensation. The Compensation Committee believes, however, that a substantial portion of the annual and long-term compensation for our NEOs should be “at-risk.” We define at-risk compensation to include target bonus opportunities under our Cash Bonus Incentive Plan and the targeted grant-date fair value of annual equity awards. Our total direct compensation mix is designed to provide more upside potential and downside risk for the NEOs because they have greater influence on and more accountability for our performance as a whole.

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The following chart describes the percent of pay at-risk for our NEOs, based on annualized salary, in fiscal 2016:

Compensation Risk Mitigation and Governance Highlights

In addition to the items discussed in the table summarizing our direct compensation elements of executive compensation (page 49), we also maintain various compensation policies that align our program with recognized corporate governance best practices:

	What We Do		What We Don’t Do
	Align Pay to Performance: Our compensation program for NEOs emphasizes variable pay over fixed pay to ensure a linkage to the Company’s short and long-term financial performance.		Offer Significant Perquisites: We do not provide significant perquisites or personal benefits to NEOs.
	Retain Meaningful Stock Ownership Requirements: We require senior executives and non-employee directors to maintain Company stock ownership levels to align interests with those of our shareholders.		Offer Supplemental Executive Retirement Plans: As part of our emphasis on performance-based compensation plans, we do not provide supplemental executive retirement plans or other retirement benefits to the NEOs, other than the tax-qualified 401(k) defined contribution plan available to all employees and a deferred compensation plan to highly compensated employees.
	Provide Formal Clawback Policy: We have a compensation clawback policy for adjustment, cancellation or recovery of incentive-based awards or payments to our Section 16 filers in the event of a financial restatement to ensure that incentive- based compensation is based on accurate financial data.		Permit Hedging or Pledging: NEOs and directors are not permitted to hedge their economic exposures to the Company stock and are also prohibited from trading our stock on margin and pledging our stock as collateral for a loan.
	Mitigate Undue Risk: We conduct an annual risk assessment of all of our compensation policies and practices. After reviewing the 2016 compensation risk assessment, the Compensation Committee determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.		Provide Excise Tax Gross-Ups: We do not provide excise tax gross-ups on change-in-control severance payments.

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Response to our Annual Say-on-Pay Vote

At our 2016 Annual Meeting of Shareholders, we conducted our annual say-on-pay vote where we asked our shareholders to vote to approve, on an advisory basis, the fiscal 2015 compensation paid to our NEOs. Our shareholders approved NEO compensation, with approximately 78% of votes cast in favor of our say-on-pay resolution. In 2016, we met with shareholders representing approximately 60% of our outstanding shares of common stock to gather feedback on our executive compensation program and areas for potential improvement. Those conversations confirmed the appropriateness of most aspects of our executive compensation programs and policies. However, we began to implement certain changes, as summarized below:

We are committed to an open dialog with shareholders and will continue to seek and consider shareholder feedback in the future.

Compensation Philosophy and Objectives

The goal of our executive compensation program is the same as our goal for the Company — to increase shareholder value over the long-term. To this end, we have designed and implemented a compensation program intended to attract, motivate, and retain highly skilled executive officers and reward them for results that increase shareholder value through sustained, profitable financial performance and outstanding leadership that reflects our values and unique culture.

The Company structures our executive compensation programs and decisions on the same basic objectives that guide us in establishing all of our compensation programs:

Compensation Decision-Making Process

The decisions the Compensation Committee makes on NEO compensation are performance-based and market driven. In making compensation decisions, the Compensation Committee reviews all compensation components for the NEOs and compares each element of compensation against a peer group of publicly traded retailers. In setting the various elements of NEO compensation, the Compensation Committee believes that a substantial portion of an individual NEO’s compensation should be “at-risk,” which we define as the target bonus opportunity under our Cash Bonus Incentive Plan and the targeted grant-date fair value of equity awards. Thus the Compensation Committee, with the advice of its independent compensation consultant and with the desire to have a significant portion of the NEO compensation at risk, establishes an overall compensation opportunity for each NEO designed to deliver a specific, market-competitive value when our target goals are achieved.

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