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): September 25, 2007
Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 0-21258
|
|
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2007, the
Compensation and Benefits Committee of the Board of Directors of
Chico’s FAS, Inc. (the “Company”) adopted an Executive Severance Plan (the “Severance Plan”), which
is effective as of October 1, 2007, covering all of the Company’s executive vice presidents, senior
vice presidents and vice presidents (except that severance benefits contained in the Company’s
employment agreements with certain of its executive officers supersede the benefits under
this Severance Plan). Under the Severance Plan, an officer that is involuntarily terminated within
the definition set forth in the Severance Plan would be eligible to receive certain benefits,
including a cash payment in an amount equal to a specified number of months of the officer’s annual
base salary as well as a prorated bonus amount, based upon the person’s particular officer
position. Further, the Severance Plan provides for other benefits including payments to subsidize
the costs to continue medical and dental plan coverage for the applicable severance period,
reimbursement of reasonable outplacement assistance expenses, and to the extent applicable, release
from any then continuing obligation to repay any sign-on bonus or relocation benefit previously
received from the Company.
Because the existing severance benefits provisions contained in the Company’s employment
agreements with its named executive officers, supersede the benefits under the Severance Plan, the
Severance Plan does not affect the severance benefits for such named executive officers as
described in the Company’s most recent proxy statement filed with the Securities and Exchange
Commission on May 7, 2007, except in the case of Gary A. King, the Company’s Executive Vice
President — Chief Information Officer. Under the Severance Plan, Mr. King, who is not a party to
an employment agreement with the Company, will be eligible to receive the benefits described below:
Benefits payable for a covered termination as defined by the Severance Plan
| |
|
|
|
|
|
|
|
|
| |
|
Cash Payment(1) |
|
|
|
|
| |
|
|
|
|
|
Extended Health |
|
Outplacement |
| Executive Officer |
|
Salary |
|
Bonus |
|
Plan Benefits(2) |
|
Assistance(3) |
|
|
|
|
|
|
|
|
|
Gary
A. King
Executive Vice
President — Chief
Information Officer
|
|
12 months
|
|
Prorated portion of bonus payable
|
|
12 months
|
|
Reimbursable |
|
|
|
| (1) |
|
The Severance Plan provides for a lump-sum cash payment that is
equivalent to a specified number of months of the officer’s annual base salary and a
bonus amount, calculated on a prorated basis, equal to the amount payable had the
employee not terminated employment. The payment of such prorated bonus would be
made at the same time as other bonus payments are made in the ordinary course under
the relevant bonus plan. |
| |
| (2) |
|
The Severance Plan provides for payments to subsidize the costs to
continue the employee’s medical and dental plan benefits for a specified number of
months following a covered termination. |
| |
| (3) |
|
The Severance Plan provides for the reimbursement of reasonable
outplacement assistance expenses incurred over a specified number of months
following a covered termination. |
The foregoing description of the Severance Plan is not complete and is qualified in
its entirety by reference to the full text of such agreement. A copy of the Severance Plan is filed
as Exhibit 10.1 to this Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 10.1 Chico’s FAS, Inc. Executive Severance Plan
2