Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2021, Mr. Antonio J. Lucio was appointed to the Board of Directors (the "Board") of Express, Inc. (the "Company") as a Class III director. In connection with this appointment, the Board increased the size of the Board from eight to nine directors.

Mr. Lucio will be entitled to the Company's standard non-employee director
compensation arrangements described in the Company's definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on
April 30, 2021, including an annual cash retainer equal to $75,000 and a grant
of restricted stock units having a value of $125,000 on the date of grant that
will vest on June 15, 2022, each prorated based on the number of days that
remain in the 12-month period beginning on the date of the Company's most recent
Annual Meeting of Stockholders and ending on the first anniversary thereof. The
restricted stock units were granted pursuant to the Express, Inc. 2018 Incentive
Compensation Plan, as amended, and a form of restricted stock unit award
agreement which was filed as an exhibit to the Quarterly Report on Form 10-Q
filed by the Company on June 9, 2020.

In addition, Mr. Lucio has entered into the Company's standard indemnification
agreement for directors, which was filed as an exhibit to the Current Report on
Form 8-K filed by the Company on August 3, 2016.

There are no arrangements or understandings between Mr. Lucio and any other
person pursuant to which he was selected to serve on the Board, and there are no
relationships between Mr. Lucio and the Company that would require disclosure
under Item 404(a) of Regulation S-K.

A copy of the Company's press release announcing the appointment of Mr. Lucio to
the Board is attached as   Exhibit 99.1   to this Current Report on Form 8-K and
is incorporated herein by reference.

9.01 Financial Statements and Exhibits.



(d) Exhibits

    Exhibit No.                                       Description of Exhibit
                           Form of Indemnification Agreement (incorporated

by reference from Exhibit


        10.1               10.1 to the Company's Current Report on Form 8-K

filed with the Securities


                           and Exchange Commission on August 3, 2016).
        99.1               Press Release of Express, Inc., dated December

2, 2021.


                           The cover page from this Current Report on Form

8-K, formatted in Inline


        104                XBRL.

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