Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2023

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34742

26-2828128

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)



1 Express Drive Columbus, Ohio						43230
(Address of principal executive offices)						(Zip Code)

(614) 474-4001

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

EXPR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2023, Antonio J. Lucio notified the Board of Directors (the “Board”) of Express, Inc. (the “Company”) of his decision to resign from the Board, effective immediately. Mr. Lucio informed the Board that his resignation from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective immediately following Mr. Lucio’s resignation, the Board decreased the size of the Board from ten to nine directors.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						EXPRESS, INC.
Date: December 21, 2023						/s/ Laurel Krueger
						Laurel Krueger
						Chief Legal Officer and Secretary

Cover	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 18, 2023
Entity Registrant Name	EXPRESS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34742
Entity Tax Identification Number	26-2828128
Entity Address, Address Line One	1 Express Drive
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43230
City Area Code	614
Local Phone Number	474-4001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	EXPR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001483510
Amendment Flag	false