Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 29, 2020, Chico's FAS, Inc. (the "Company") announced a leadership transition, effective June 24, 2020, designed to strengthen and provide ongoing stability and continuity to the business, and to further support the Company's future, including the following: • Molly Langenstein, current President, Apparel Group, will become Chief


       Executive Officer ("CEO") and President of the Company and join the Board
       of Directors (the "Board");


•      Bonnie R. Brooks will transition from CEO and President of the Company to
       Executive Chair of the Board; and

• Director William S. Simon will become lead independent director of the Board.

Ms. Langenstein, 56, has served as President, Apparel Group since August 1,
2019. She will be appointed to the Board, effective June 24, 2020, at which time
the size of the Board will be increased by one. Previously, she served as
General Business Manager, Ready-to-Wear at Macy's, Inc. ("Macy's") from 2017 to
2019. Previously, she served as Chief Private Brands Officer of Macy's and
Bloomingdales from 2015 to 2017. Prior to that role, Ms. Langenstein served as
Executive Vice President of Private Brands for Men's and Children's Wear at
Macy's Private Brands from 2013 to 2014. Earlier, her career at Macy's included
assignments as General Merchandise Manager for Men's and Kids at Macy's Florida
(Miami), for Millennial at Macy's West (San Francisco) and for Ready-to-Wear at
Macy's North (Minneapolis). She began her work in the apparel retail industry as
a buyer at Burdines.
There are no arrangements or understandings between Ms. Langenstein and any
other persons pursuant to which Ms. Langenstein was selected as an officer, nor
are there any family relationships between Ms. Langenstein and any of the
Company's directors or executive officers. Neither Ms. Langenstein nor any
related person of Ms. Langenstein has a direct or indirect material interest in
any existing or currently proposed transaction to which the Company is or may
become a party.
In connection with Ms. Langenstein's appointment as CEO and President, the
Company has entered into a letter agreement, dated as of April 27, 2020, with
Ms. Langenstein (the "Langenstein Letter Agreement"), which provides for an
annual salary and certain other benefits. Pursuant to the Langenstein Letter
Agreement, Ms. Langenstein's base salary is $1,000,000, prorated for fiscal 2020
for her time as CEO and President and subject to annual increases as set from
time to time by the Company's Board and further subject to the 50% reduction in
base salary applicable to all executive officers beginning April 5, 2020 until
further notice. Ms. Langenstein is also eligible for an annual bonus under the
Company's Management Bonus Plan with a target of 120% of her base salary earned
during the fiscal 2020 performance period as CEO and President, and a payout
range from 0% to 200% of her target, which is contingent upon the achievement of
corporate and financial objectives. Ms. Langenstein's annual bonus will be
prorated, using target percentage and base salary earned during the fiscal 2020
performance period as President, Apparel Group prior to June 24, 2020.
Additionally, Ms. Langenstein will be awarded an equity grant in July 2020,
intended to cover the seven months of fiscal 2020 during which she will be CEO
and President. Fifty percent of the grant will be awarded as restricted shares,
which will vest over a three-year period with one-third vesting each year on the
anniversary of the grant date. The remaining 50% (valued at target) will be in
the form of performance share units ("PSUs") that will vest on March 1, 2023,
with a payout range from 0% to 150% of the target PSUs awarded, and with the
actual number of PSUs earned based on the Company's financial performance. All
other aspects of Ms. Langenstein's compensation and benefits remain in
accordance with her employment letter agreement, dated as of July 15, 2019. The
foregoing description of the Langenstein Letter Agreement is qualified in its
entirety by reference to the full text of such agreement included as Exhibit
10.1 to this Current Report on Form 8-K.
Ms. Brooks, 66, has served as CEO and President of the Company since July 30,
2019 after serving as Interim CEO and President from April 24, 2019 to July 30,
2019. Ms. Brooks' biographical information is set forth in the Company's Proxy
Statement for the 2019 Annual Meeting of Shareholders, as filed with the
Securities and Exchange Commission on May 10, 2019, which information is
incorporated herein by reference.
There are no arrangements or understandings between Ms. Brooks and any other
persons pursuant to which Ms. Brooks was selected as an officer, nor are there
any family relationships between Ms. Brooks and any of the Company's directors
or executive officers. Neither Ms. Brooks nor any related person of Ms. Brooks
has a direct or indirect material interest in any existing or currently proposed
transaction to which the Company is or may become a party.
In connection with Ms. Brooks' appointment as Executive Chair, the Company has
entered into a letter agreement with Ms. Brooks, dated as of April 27, 2020 (the
"Brooks Letter Agreement"), which provides for an annual salary and certain
other benefits. Pursuant to the letter agreement, Ms. Brooks' base salary is
$500,000, prorated for fiscal 2020 for her time as Executive Chair and subject
to annual increases as set from time to time by the Company's Board and further
subject to the 50% reduction in base salary applicable to all executive officers
beginning April 5, 2020 until further notice. Ms. Brooks is also eligible for an
annual bonus under the Company's Management Bonus Plan with a target of 100% of
her base salary earned during the fiscal 2020 performance period as Executive
Chair, and a payout range from 0% to 200% of her target, which is

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contingent upon the achievement of corporate and financial objectives. Ms.
Brooks' annual bonus will be prorated, using target percentage and base salary
earned during the fiscal 2020 performance period as CEO and President prior to
June 24, 2020. All other aspects of Ms. Brooks' compensation and benefits remain
the same as outlined in the employment offer letter, dated as of July 18, 2019,
between Ms. Brooks and the Company, except as to equity grants which are not
part of her compensation for the Executive Chair role and paid-time-off
policies, which are not applicable. While serving as Executive Chair, Ms. Brooks
will not receive separate compensation for her service as a director of the
Company. The foregoing description of the Brooks Letter Agreement is qualified
in its entirety by reference to the full text of such agreement included as
Exhibit 10.2 to this Current Report on Form 8-K.
In connection with the Company's planned reorganization, on April 28, 2020, Mary
van Praag, who has served as President, Intimates Group, was notified of her
termination of employment as a result of the Group President structure being
eliminated. The termination is effective as of May 1, 2020. Also, on April 28,
2020, Ann E. Joyce, who has served as Chief Operations Officer, was notified of
her termination of employment as a result of her position being eliminated. The
termination is effective as of May 1, 2020. In consideration for executing a
release agreement, each of Ms. van Praag and Ms. Joyce will be entitled to
separation payments equal to six months of base salary, at the current 50%
reduction applicable to all executive officer salaries, and payment of health
benefits premiums for six months. Ms. Van Praag's and Ms. Joyce's unvested
restricted stock and PSUs will not receive accelerated vesting and will be
forfeited as of May 1, 2020.
Item 7.01 Regulation FD Disclosure.
Lead Independent Director Appointment
In connection with Ms. Brooks' appointment as Executive Chair of the Board, on
April 24, 2020, the Board appointed William S. Simon as the Board's lead
independent director, effective June 24, 2020. As lead independent director, Mr.
Simon will receive an annual retainer of $35,000, in addition to other the
compensation he receives as a non-employee director. David F. Walker, who has
served as Chair of the Board since 2015, will remain a member of the Board.
Organizational Restructure
As part of the Company's ongoing strategy to improve its ability to sustain the
long-term health of the business and preserve financial flexibility during the
COVID-19 crisis, on April 29, 2020, the Company announced a significant
restructure of the overall organization, including eliminating 27% of the
Company's officer-level positions and reducing headquarters and field leadership
positions by 26%. The Company expects this initiative to be substantially
complete in the second quarter of 2020 and that it will yield annualized
operating expense savings of approximately $30 million.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit 10.1          Employment letter agreement between the Company and Molly
                    Langenstein, dated as of April 27, 2020.
Exhibit 10.2          Employment letter agreement between the Company and Bonnie
                    R. Brooks, dated as of April 27, 2020.
Exhibit 99.1          Press Release of Chico's FAS, Inc. dated April 29, 2020.
Exhibit 104         Cover Page Interactive Data File - the cover page iXBRL tags
                    are embedded within the Inline XBRL document

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