8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

October 19, 2016

Date of Report (date of earliest event reported)

ASCENA RETAIL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-11736	30-0641353
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

933 MacArthur Boulevard

Mahwah, New Jersey 07430

(Address of principal executive offices, including zip code)

(551) 777-6700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

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

On October 19, 2016, Elliot S. Jaffe, Co-Founder and Non-Executive Chairman of the Board of Directors (the “Board”) of Ascena Retail Group, Inc. (the “Company”), notified the Company of his intention not to stand for re-election at the 2016 Annual Meeting of Stockholders, and to retire as an officer of the Company and from the Board, effective at the end of the 2016 Annual Meeting of Stockholders. Mr. E. Jaffe is a member of the class of directors whose term of office expires at the Company’s 2016 Annual Meeting of Stockholders. Mr. E. Jaffe advised the Company that he has no disagreement with the Company on any matter relating to the Company’s operations, policies or practices and the decision to retire was based solely on personal reasons. The Board plans to evaluate who will serve as the next chairperson of the Board following Mr. E. Jaffe’s retirement.

On October 25, 2016, the Company issued a press release announcing Mr. E. Jaffe’s intention not to stand for re-election and to retire from the Company and the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No	Description
99.1	Press Release dated October 25, 2016.

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 hereunto duly authorized.

	ASCENA RETAIL GROUP, INC.
Date: October 25, 2016	By:	/s/ Ernest LaPorte
		Name:  Ernest LaPorte
		Title:  Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No	Description
99.1	Press Release dated October 25, 2016.

EX-99.1

Exhibit 99.1

NEWS RELEASE

ASCENA RETAIL GROUP, INC. ANNOUNCES RETIREMENT OF ELLIOT S. JAFFE AS NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS

MAHWAH, NJ – October 25, 2016 – ascena retail group, inc. (NASDAQ: ASNA) (the “Company” or “ascena”) announced today that Elliot S. Jaffe, the Company’s Co-Founder and Non-Executive Chairman of the Board of Directors, notified the Company’s Board of Directors (the “Board”) on October 19, 2016 of his intention not to stand for re-election at the 2016 Annual Meeting of Stockholders, and to retire as an officer of the Company and from the Board, effective at the end of the 2016 Annual Meeting of Stockholders.

Mr. Elliot S. Jaffe (“EJ”) co-founded dressbarn in 1962 and served as Chief Executive Officer until 2002. Mr. Jaffe was ascena’s Chairman of the Board until January 2011 and then transitioned to Non-Executive Chairman.

“EJ’s leadership has, from the start, provided the vision and passion to evolve from a single store with one banner to a family of brands. The Board thanks EJ for his outstanding leadership and commitment to the success of ascena,” said David Jaffe, President and Chief Executive Officer of ascena.

Randy Pearce, ascena’s Lead Independent Director, stated, “EJ’s contributions to ascena are countless. He has provided outstanding vision and thoughtful leadership and we thank him for his service.”

Elliot Jaffe commented, “It has truly been my life’s pleasure to serve ascena from its glorious infancy to the multi-billion dollar brand it is today. I look forward to watching the company as it continues to grow.”

About ascena retail group, inc.

ascena retail group, inc. (NASDAQ: ASNA) is a leading national specialty retailer offering apparel, shoes, and accessories for women under the Ann Taylor, LOFT, Lou & Grey, Lane Bryant, maurices, dressbarn and Catherines brands, and for tween girls under the Justice brand.  ascena retail group, inc. operates ecommerce websites and approximately 4,900 stores throughout the United States, Canada and Puerto Rico.

For more information about ascena retail group, inc. visit:  ascenaretail.com, AnnTaylor.com, LOFT.com, louandgrey.com, lanebryant.com, cacique.com, maurices.com, dressbarn.com, Catherines.com, shopjustice.com.

CONTACT	For investors:	For media:
	ascena retail group, inc.	ascena retail group, inc
	Stacy Turnof	Sue Ross
	Vice President of Investor Relations	Executive Vice President, ascena Corporate Affairs
	(551) 777-6928	(218) 491-2110
	stacy.turnof@ascenaretail.com	sue.ross@ascenaretail.com