Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2020 Omnibus Stock and Incentive Plan
Chico's FAS, Inc. (the "Company") held its annual meeting of shareholders (the
"2020 Annual Meeting") on June 25, 2020. Four proposals were submitted to the
Company's shareholders, including a proposal to approve the Chico's FAS, Inc.
2020 Omnibus Stock and Incentive Plan (the "2020 Omnibus Plan"). The 2020
Omnibus Plan was approved by the Company's Board of Directors (the "Board"),
subject to shareholder approval, on April 24, 2020, based on the recommendation
of the Human Resources, Compensation and Benefits Committee (the "Committee") of
the Board.
The 2020 Omnibus Plan, which became effective upon shareholder approval at the
2020 Annual Meeting on June 25, 2020, replaces the Chico's FAS, Inc. Amended and
Restated 2012 Omnibus Stock and Incentive Plan (the "2012 Omnibus Plan"). No
further awards will be granted under the 2012 Omnibus Plan after June 25, 2020,
but outstanding awards granted under the 2012 Omnibus Plan remain outstanding in
accordance with their terms.
The purpose of the 2020 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.
Awards under the 2020 Omnibus Plan are intended to promote the long-term
financial interest of the Company and its shareholders.
The 2020 Omnibus Plan authorizes the granting of stock options, stock
appreciation rights, restricted stock, restricted stock units and performance
awards. Performance awards may be cash-based or stock-based and performance
share units are one type of stock-based performance award. Employees of the
Company and certain subsidiaries and non-employee members of the Board or the
boards of directors of certain subsidiaries may be selected by the Committee or
Board, as applicable, to receive awards under the 2020 Omnibus Plan. The 2020
Omnibus Plan generally will be administered by the Committee, except that awards
made to non-employee directors will be approved by the Board. The Committee has
the authority to select participants and grant awards on terms the Committee
considers appropriate, subject to the provisions of the 2020 Omnibus Plan. The
Committee also has the authority, among other things, to interpret the 2020
Omnibus Plan and awards granted under the plan, to prescribe, amend and rescind
rules and regulations relating to the plan, to amend outstanding 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 Committee.
The Board or the 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.
Subject to the right of the Company's Board to terminate the 2020 Omnibus Plan
at any time, awards may be granted under the 2020 Omnibus Plan until June 24,
2030, after which date no further awards may be granted under the plan. Awards
granted under the 2020 Omnibus Plan that are outstanding on June 24, 2030 will
remain outstanding in accordance with their terms.
Subject to adjustment in the event of certain changes in the Company's capital
structure, the maximum number of shares of the Company's common stock that may
be issued under the 2020 Omnibus Plan is the sum of (i) 7,600,000 shares of
common stock; (ii) 3,655,355, which is the number of shares of common stock that
were available for future awards under the 2012 Omnibus Plan as of June 25,
2020; and (iii) any shares of common stock that are represented by awards
granted under the 2012 Omnibus Plan and the Amended and Restated 2002 Omnibus
Stock and Incentive Plan that are forfeited, expire, are settled in cash or are
canceled without delivery of shares of common stock to participants on or after
June 25, 2020. Shares of common stock that are represented by awards granted
under the 2020 Omnibus Plan that are forfeited, expire, are settled in cash or
are cancelled without delivery of shares of common stock will not count against
this maximum.
The number of shares of common stock issued under the 2020 Omnibus Plan upon the
exercise of incentive stock options will not exceed 7,600,000 shares of common
stock. In addition, the aggregate value of cash compensation from the Company
under the 2020 Omnibus Plan and outside of the 2020 Omnibus Plan and the grant
date fair value of awards under the 2020 Omnibus Plan to any non-employee
director for his or her service as a non-employee director during any fiscal
year generally shall not, combined, exceed $750,000. The independent
members of the Board may make exceptions to this limit for an executive or
non-executive Chair of the Board or in other extraordinary circumstances for
individual non-employee directors, provided that the Chair of the Board or the
non-employee

--------------------------------------------------------------------------------




director, as applicable, receiving such additional compensation may not
participate in the decision to award such compensation. These limits are subject
to adjustment in the event of certain changes in the Company's capital
structure.
Subject to limited exceptions and accelerated vesting provisions, the 2020
Omnibus Plan provides that no portion of an award granted under the plan may
vest prior to the first anniversary of the grant date. The 2020 Omnibus Plan
permits the granting of dividends in connection with restricted stock awards and
the granting of dividend equivalents in connection with restricted stock unit
awards or performance awards, but such dividends and dividend equivalents will
be accumulated and subject to vesting requirements and will only be paid to the
extent the underlying award is earned under the plan. In addition, the 2020
Omnibus Plan prohibits the payment of dividends or dividend equivalents on stock
option awards and stock appreciation right awards.
The Company has a formal incentive compensation clawback policy that applies to
awards granted to Section 16 officers under the 2020 Omnibus Plan and authorizes
the Committee to recoup incentive compensation from Section 16 officers in the
event of a material financial restatement, regardless of fault. In addition, the
2020 Omnibus Plan subjects all awards granted under the plan to any additional
clawback that may be required pursuant to applicable law or regulation or
pursuant to any applicable stock exchange listing standard.
The foregoing description of the 2020 Omnibus Plan is only a summary and is
qualified in its entirety by reference to the more detailed description of the
2020 Omnibus Plan contained in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on May 8, 2020
and to the full text of the 2020 Omnibus Plan, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Amended and Restated Cash Bonus Incentive Plan
On June 24, 2020, the Committee approved the Chico's FAS, Inc. Cash Bonus
Incentive Plan (the "Amended and Restated Bonus Plan"), which amends and
restates the Chico's FAS, Inc. Cash Bonus Incentive Plan, as amended in 2015.
The provisions of the Amended and Restated Bonus Plan apply to bonuses under the
plan beginning with performance during the Company's 2020 fiscal year, and the
Amended and Restated Bonus Plan will remain in effect until terminated by the
Board or the Committee.
The purpose of the Amended and Restated Bonus Plan is to attract, retain and
motivate associates and to advance the interests of the Company and its
shareholders by providing incentives in the form of bonus awards to certain
associates of the Company and certain subsidiaries. Associates eligible to be
selected as participants in the Amended and Restated Bonus Plan ("Participants")
are the employees of the Company and certain subsidiaries and the executive
Chair of the Board, whether he or she is serving in an employee or other
capacity.
The Amended and Restated Bonus Plan is an annual bonus plan. Awards are
generally payable in cash, provided that the Committee may choose to pay awards
in shares of the Company's common stock under the 2020 Omnibus Plan or any
successor stock plan, to the extent permitted under the 2020 Omnibus Plan or any
successor stock plan.
The Amended and Restated Bonus Plan generally will be administered by the
Committee, which has the authority to select Participants and grant awards on
terms the Committee considers appropriate, subject to the provisions of the
Amended and Restated Bonus Plan, and to establish the performance period,
performance goals and performance metrics applicable to such awards, as well as
the formulas and weightings for the performance goals. The Committee also has
the authority, among other things, to interpret the Amended and Restated Bonus
Plan, to establish, amend and rescind rules and regulations relating to the
Amended and Restated Bonus Plan, and to make all other determinations for the
administration of the Amended and Restated Bonus Plan.

The Committee, in its discretion, may delegate to any employee of the Company or certain subsidiaries, including but not limited to the Chief Executive Officer of the Company, the authority to take actions on its behalf under the Amended and Restated Bonus Plan other than with respect to awards granted to executive officers. Each fiscal year, for each Participant (or category of Participants), the Committee will determine a target bonus amount, based on a percentage of the Participant's eligible compensation, to be payable to the Participant if the performance goal is achieved at the target level. The Committee may also establish a minimum threshold level of performance achievement and a maximum level of performance achievement and may also designate a separate level of performance that must be met for any award to be payable regardless of the level of performance achievement of any other designated performance goals. The maximum dollar value payable under the Amended and Restated Bonus Plan to any one Participant during any one-fiscal-year period is $5 million.

--------------------------------------------------------------------------------




Awards will be conditioned on the attainment of one or more performance goals
based upon performance metrics selected by the Committee, which may include,
without limitation, one or more of the performance metrics set forth in the
Amended and Restated Bonus Plan. Following the performance period, the Committee
will determine whether such performance goals were attained and will determine
the amount of any bonus payments to be made pursuant to such awards. The
Committee has the discretion to decrease, but not increase, the amount of any
bonus payment pursuant to an award and the discretion to pay a portion of the
award prior to the end of the performance period or to shorten the performance
period, provided that the Committee determines that any applicable performance
requirements have been met.
In addition to the performance requirements, a Participant generally must be
employed by or be providing services to the Company or a subsidiary on the
payment date to receive a bonus payment. The Amended and Restated Bonus Plan
provides for exceptions to this requirement for certain terminations, including
terminations due to death or disability and termination by the Company without
cause.
The Company's formal incentive compensation clawback policy applies to awards
granted to Section 16 officers under the Amended and Restated Bonus Plan and
authorizes the Committee to recoup incentive compensation from Section 16
officers in the event of a material financial restatement, regardless of fault.
In addition, the Amended and Restated Bonus Plan subjects all awards granted
under the plan to any additional clawback that may be required pursuant to
applicable law or regulation or pursuant to any applicable stock exchange
listing standard.
The foregoing description of the Amended and Restated Bonus Plan is only a
summary and is qualified in its entirety by reference to the full text of the
Amended and Restated Bonus Plan, which is attached as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, at the 2020 Annual Meeting, four proposals were submitted to the
Company's shareholders, including the proposal to approve the 2020 Omnibus Plan.
The proposals are described in detail in the Company's definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on
May 8, 2020. At the 2020 Annual Meeting, the Company's shareholders (i) elected
nine directors to serve until the Company's 2021 Annual Meeting of Shareholders,
(ii) approved an advisory resolution approving the compensation of the Company's
named executive officers, (iii) approved the 2020 Omnibus Plan, and (iv)
ratified the appointment of Ernst & Young LLP as the Company's independent
certified public accountants for the fiscal year ending January 30, 2021 (fiscal
2020). A quorum of the Company's common shares was present for the 2020 Annual
Meeting, and the final results for the votes regarding the proposals are set
forth below.
Proposal 1 - Election of Directors:
                                                          Broker
                       For        Against     Abstain   Non-Votes
Directors:
David F. Walker     77,836,126   11,495,277   274,596   16,943,042
Bonnie R. Brooks    77,975,817   11,537,633   92,549    16,943,042
Janice L. Fields    74,348,897   14,935,567   321,535   16,943,042
Deborah L. Kerr     77,796,615   11,520,673   288,711   16,943,042
Molly Langenstein   87,769,460   1,734,862    101,677   16,943,042
John J. Mahoney     73,372,479   15,951,843   281,677   16,943,042
Kim Roy             65,187,449   24,133,233   285,317   16,943,042
William S. Simon    74,435,911   14,887,536   282,552   16,943,042
Stephen E. Watson   77,864,156   11,420,400   321,443   16,943,042



Proposal 2 - Advisory Resolution to Approve the Compensation of the Named
Executive Officers:

                                      Broker
   For        Against     Abstain   Non-Votes
. . .


Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
Exhibit 10.1           Chico's FAS, Inc. 2020 Omnibus Stock and Incentive Plan,
                     effective June 25, 2020
Exhibit 10.2           Chico's FAS, Inc. Cash Bonus Incentive Plan, as amended
                     and restated June 24, 2020
Exhibit 104          Cover Page Interactive Data File - the cover page iXBRL tags
                     are embedded within the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses