Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in the Compensation Discussion and Analysis in its proxy statement
for the 2020 annual meeting of shareholders, Chico's FAS, Inc. (the "Company")
provides annual cash incentives as part of its executive compensation program.
Annual cash incentives are determined for eligible Company associates, including
certain named executive officers, under the management bonus plan administered
by the Human Resources, Compensation and Benefits Committee (the "Committee")
through the Company's Amended and Restated Cash Bonus Incentive Plan. Annual
cash incentives are intended to provide incentives to eligible associates to
achieve the Company's annual financial and strategic goals and to encourage
teamwork in meeting objectives and overcoming challenges. In February 2020, in
accordance with the Company's regular practice, the Committee established the
specific performance metrics applicable to the management bonus plan for the
2020 fiscal year as well as the bonus target payment percentage, based on a
percentage of eligible compensation for the fiscal year, for each eligible
associate. Due to the impact of the COVID-19 pandemic on the Company's business,
the Committee reviewed the previously-approved performance metrics and, on
September 15, 2020, determined that it was in the best interests of the Company
and its shareholders to revise the management bonus plan for the 2020 fiscal
year. The Committee considered numerous factors in its review of the management
bonus plan for the 2020 fiscal year and determined that the revision was
appropriate to provide a reasonable bonus opportunity with a focus on the
Company's updated strategic goals.
The revision to the management bonus plan for the 2020 fiscal year replaces the
original performance metrics and narrows the payout scale previously approved by
the Committee for each eligible associate. The Committee determined that, for
the 2020 fiscal year, annual cash incentives under the management bonus plan
will be based on two Company-level performance metrics with equal weighting: (i)
fiscal year 2020 total sales and (ii) third and fourth fiscal quarter expense
savings. The previously-approved bonus target payment percentage for each
eligible associate was not changed, although the payout scale was narrowed to 0%
to 100% of the target payment percentage for each eligible associate, based on
the extent to which applicable performance metrics are met.
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