UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Program
On September 27, 2023, Chico’s FAS, Inc., a Florida corporation (“Company”), entered into an Agreement and Plan of Merger (“Merger Agreement”) with Daphne Parent LLC, a Delaware limited liability company (“Parent”), and Daphne Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (“Merger”).
To promote retention and to incentivize efforts to both consummate the Merger and allow for a smooth transition following the consummation of the Merger, on December 20, 2023, the Company, following the approval of the Human Resources, Compensation and Benefits Committee of its Board of Directors, presented retention bonus award letter agreements (each, a “Retention Bonus Award Letter”) to the named executive officers of the Company (“NEOs”).
Each Retention Bonus Award Letter provides for a cash payment (each, a “Retention Bonus”) payable on the earlier of (i) the three-month anniversary of the Closing Date (as such term is defined in the Retention Bonus Award Letter) or (ii) a qualifying termination of employment (A) by the Company (other than due to a Disqualifying Event, as such term is defined in the Retention Bonus Award Letter) or (B) due to the NEO’s resignation for Good Reason, as such term is defined in the Retention Bonus Award Letter. The terms and conditions of the Retention Bonus Award Letters, including the selection of participants and the allocation of payments to such participants, have been approved in accordance with the Merger Agreement.
The Retention Bonus for each of the NEOs is as follows:
|
Name |
Retention Bonus ($) | |
| Molly Langenstein | $275,000 | |
| David M. Oliver | $106,250 | |
| Kristin M. Gwinner | $128,750 | |
| Joseph R. Topper, Jr. | $131,250 |
A copy of the Form of Retention Bonus Award Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Retention Bonus Award Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Bonus Award Letter.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | Form of Chico’s FAS, Inc. Retention Bonus Award Letter | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CHICO’S FAS, INC. | ||||
Date: December 22, 2023 |
By: | /s/ Molly Langenstein | ||
| Name: | Molly Langenstein |
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| Title: | Chief Executive Officer, President and Director |
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