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

Date of report (Date of earliest event reported): December 11, 2017

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida

(State or Other Jurisdiction

of Incorporation)

001-16435	59-2389435
(Commission File Number)	(IRS Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida	33966
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200

(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 (see General Instruction A.2. below):

¨ 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-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Donna M. Colaco, Brand President - White House Black Market (“WHBM”), will be leaving Chico’s FAS, Inc. (the “Company”) effective January 31, 2018. The Company extends its appreciation to Ms. Colaco for her contributions.

Upon execution and non-revocation of a Separation Agreement and Release with the Company (the "Release"), Ms. Colaco will be entitled to severance benefits under the Company’s Officer Severance Plan, as described in the Company’s 2017 proxy statement. Ms. Colaco will also receive accelerated vesting of a time-based prorated portion of her non-vested restricted stock grants and, subject to the achievement of the applicable performance goals, a time-based prorated portion of her non-vested performance share unit grants, in each case effective upon execution and non-revocation of the Release. 

Item 7.01. Regulation FD Disclosure

On December 14, 2017, the Company announced that David Pastrana has been hired as Brand President - WHBM, effective January 10, 2018. A copy of the Company’s press release is attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 99.1 Press Release of Chico's FAS, Inc. dated December 14, 2017

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.

	CHICO’S FAS, INC.
Date: December 14, 2017	By:
	/s/ Todd E. Vogensen
	Todd E. Vogensen, Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Press Release of Chico's FAS, Inc. dated December 14, 2017

EX-99.1

Exhibit 99.1

Chico’s FAS, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200

Chico’s FAS, Inc. Announces Appointment of David Pastrana

as President of White House Black Market Brand

Pastrana brings substantial merchandising experience and strong record of successfully growing multi-channel brands

FORT MYERS, Fl., December 14, 2017 -- Chico's FAS, Inc. (NYSE: CHS) today announced that David Pastrana has been appointed president of its White House Black Market brand, effective January 10, 2018. In this role, Mr. Pastrana will oversee all business activities for White House Black Market and will report directly to Shelley Broader, president and chief executive officer of Chico’s FAS. Mr. Pastrana will succeed Donna Colaco who is leaving to pursue other opportunities.

Mr. Pastrana brings to White House Black Market more than a decade of retail experience. Over the course of his career, Mr. Pastrana has held senior leadership positions at Zara, Topshop / Topman and most recently at Sears Holding Corporation, where he served as President of Apparel since 2014. In these roles, Mr. Pastrana has established a distinguished record of driving increased profitable growth through new merchandising and multi-channel initiatives as well as through broad based operational improvements in merchandising, sourcing, marketing, technology, logistics and other operating areas.

“David is a proven leader who complements White House Black Market’s existing leadership, including a new head of design and seasoned merchandising associates,” said Ms. Broader. “Given its differentiated market position and loyal customer base, White House Black Market is uniquely positioned for success. I’m thrilled to welcome David as he focuses the team on a shared vision to create a stronger, more profitable brand and to deliver the elevated style, quality and service our loyal customers expect.”

“I have long admired the White House Black Market brand and am excited to join the team at this pivotal time for the business,” said Mr. Pastrana. “White House Black Market has already begun to make important improvements, including returning to the brand’s core and shifting the assortment focus back to work wear, black and white and work-appropriate dresses. I look forward to partnering with Shelley and the entire White House Black Market team as we continue to strengthen the brand and deliver for our customers.”

Before joining Sears, Mr. Pastrana served as President North America for Topshop / Topman, where he managed the North American retail, wholesale and online businesses and led the commercial, retail, buying, merchandising, HR, finance, technology and operations teams. Prior to Topshop / TopMan, Mr. Pastrana spent eight years at Inditex, including serving as the Managing Director and CEO of Inditex USA, overseeing strategy and financial operations for Zara and Massimo Dutti. Earlier, Mr. Pastrana served as Managing Director for Zara Canada and Western Region Director for Zara USA. He began his career at Inditex in stores and at headquarters in Spain.

ABOUT CHICO’S FAS, INC.

The Company, through its brands - Chico’s, White House Black Market and Soma, is a leading omni-channel specialty retailer of women’s private branded, sophisticated, casual-to-dressy clothing, intimates and complementary accessories.

As of October 28, 2017, the Company operated 1,474 stores in the US and Canada and sold merchandise through franchise locations in Mexico. The Company’s merchandise is also available at www.chicos.com, www.whbm.com and www.soma.com. For more detailed information on Chico’s FAS, Inc., please go to our corporate website at www.chicosfas.com. The information on our corporate website is not, and shall not be deemed to be, a part of this press release or incorporated into our federal securities law filings.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company including plans and initiatives for White House Black Market, or future results or events constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward- looking statements will occur. Investors using forward-looking statements are encouraged to review the Company's latest annual report on Form 10-K, including management’s discussion and analysis included therein, its filings on Form 10-Q, the Company's filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company's business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

Executive Contact:

Julie Lorigan

Vice President - Investor Relations,

Public Relations and Corporate Communications

Chico's FAS, Inc.

(239) 346-4199

julie.lorigan@chicos.com