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): June 24, 2019
 
  Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
  Florida
(State or Other Jurisdiction of Incorporation)
 
 
 
 
001-16435
 
59-2389435
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
11215 Metro Parkway, Fort Myers, Florida
 
33966
(Address of Principal Executive Offices)
 
(Zip code)
(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
 
¨
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, Par Value $0.01 Per Share
CHS
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2019, the Board of Directors of Chico's FAS, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws, effective as of such date, to opt out of the application of the Control Share Acquisition Statute contained in the Florida Business Corporation Act (Section 607.0902). Unless a corporation opts out, the statute prohibits the voting of shares acquired in a “control share acquisition,” unless a majority of the disinterested shareholders approves the granting of full voting rights to the acquirer.

The description in this report of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment as reflected in the Amendment to Amended and Restated Bylaws of Chico's FAS, Inc., a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 24, 2019, the Company issued a press release announcing that it had issued an open letter to shareholders outlining this additional action the Company is taking to enhance its corporate governance. A copy of the release issued on June 24, 2019 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:





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.
 
 
 
 
 
 
 
 
 
 
 
 
CHICO’S FAS, INC.
 
 
 
 
Date: June 24, 2019
 
 
 
By:
 
/s/ Todd E. Vogensen
 
 
 
 
 
 
Todd E. Vogensen, Executive Vice President,
Chief Financial Officer and Corporate Secretary
 
 
 
 
 
 
 


















































INDEX TO EXHIBITS
 








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