FORT MYERS, Fla., Aug. 20, 2019 /PRNewswire/ -- Chico's FAS, Inc.
(NYSE: CHS) (the "Company" or "Chico's FAS") today announced that
the Human Resources, Compensation and Benefits Committee of the
Company's Board of Directors, composed solely of independent
directors (the "Committee") has granted a performance-based
equity inducement award to Bonnie
Brooks in connection with her previously announced
appointment as President and Chief Executive Officer of the
Company.
As detailed in the Company's separately filed 8-K/A filed on
August 20, 2019, the number of units
earned under the award is subject to achievement of a minimum
performance requirement relating to comparable sales improvement,
as well as the performance of the Company's stock price over a
specified period of time.
This grant is intended to provide a strong incentive for Ms.
Brooks to stabilize the Company's performance and the management
team and re-ignite growth. After the August
20, 2019 equity grants made in connection with her
appointment as President and Chief Executive Officer, Ms. Brooks
will not be eligible for additional annual equity grants until
fiscal 2021, and any such grants will be at the discretion of the
Committee.
- Pursuant to New York Stock Exchange Rule 303A.08, the Committee
granted an employment inducement award of performance share units
with a target of 700,000 units (100% payout) and a maximum of
1,050,000 units (150% payout), with each unit representing one
share of the Company's common stock (the "PSU Inducement Award"),
to Ms. Brooks as provided by the terms of the letter agreement she
and the Company entered into in connection with her employment as
President and Chief Executive Officer of the Company and as
previously disclosed on July 18,
2019.
- The PSU Inducement Award was granted on August 20, 2019 and includes a performance period
beginning with the third quarter of fiscal 2019 and ending on the
last day of fiscal 2021. Subject to achievement of a minimum
performance requirement relating to comparable sales improvement,
the number of units earned under the PSU Inducement Award will be
between zero and the maximum based on the Company's highest
20-trading day average closing stock price during the final 15
months of the performance period. Subject to earlier forfeiture or
accelerated vesting under certain circumstances, the PSU Inducement
Award will be paid, to the extent earned, following the end of the
performance period.
- The Committee approved the PSU Inducement Award as a material
inducement to Ms. Brooks' employment with the Company and granted
the PSU Inducement Award outside of the Company's
shareholder-approved Amended and Restated 2012 Omnibus Stock and
Incentive Plan in reliance on the employment inducement award
exemption contained in New York Stock Exchange Rule 303A.08.
ABOUT CHICO'S FAS, INC.
The Company, through its
brands – Chico's, White House Black Market, Soma and TellTale™ – is
a leading omnichannel specialty retailer of women's private
branded, sophisticated, casual-to-dressy clothing, intimates and
complementary accessories.
As of May 4, 2019, the Company
operated 1,410 stores in the U.S. and Canada and sold merchandise through 84
international franchise locations in Mexico and one domestic franchise airport
store. The Company's merchandise is also available at
www.chicos.com, www.chicosofftherack.com, www.whbm.com,
www.soma.com and www.mytelltale.com as well as through
third party channels.
For more detailed information on the Company, please go to our
corporate website at www.chicosfas.com. The information on our
corporate website is not, and shall not be deemed to be, a part of
this press release or incorporated into our federal securities law
filings.
Contact:
Julie
Lorigan
Vice President – Investor Relations,
Public Relations and Corporate Communications
Chico's FAS, Inc.
(239) 346-4199
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SOURCE Chico's FAS, Inc.