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): September 15, 2021

 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	CHS	New York Stock Exchange

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.

On September 15, 2021, Chico’s FAS, Inc. (the “Company”) appointed Patrick J. Guido as Executive Vice President and Chief Financial Officer, effective September 20, 2021. Mr. Guido will also serve as principal financial officer of the Company. Mr. Guido, age 49, most recently served as Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc., one of the largest automotive retail and service companies in the United States, from May 2020 to July 2021. Prior to that, Mr. Guido served as Executive Vice President and Chief Financial Officer of lululemon athletic inc., a NASDAQ-listed multinational designer, distributor and retailer of healthy lifestyle inspired athletic apparel and accessories, from 2018 to 2020. Mr. Guido also served as Vice President, Treasury and Corporate Development at VF Corporation, a New York Stock Exchange-listed apparel, footwear and accessories company, from 2011 to 2018. Mr. Guido also held various roles with The Home Depot, Inc., a home improvement retailer, including Senior Director – Home Depot Financial Services, Director – Retail Finance and Director – Treasury from 2005 to 2011.

In connection with his appointment, Mr. Guido and the Company have entered into a letter agreement, dated as of September 15, 2021 (the “Guido Letter Agreement”), which provides for an annual salary and certain other benefits. Pursuant to the Guido Letter Agreement, Mr. Guido’s initial annual salary is $525,000. He will receive a sign-on bonus of $25,000, payable within 30 days of his start date, which is subject to repayment if he voluntarily resigns from the Company within twelve months of his start date. Mr. Guido is also eligible for an annual bonus under the Company’s Management Bonus Plan with a target of 80% of his base salary earned during each fiscal year performance period, and a payout range from 0% to 200% of his target contingent upon the achievement of corporate and brand financial objectives, with Mr. Guido’s annual bonus for fiscal year 2021 prorated for his service beginning September 20, 2021. Additionally, Mr. Guido will be awarded an equity grant following his start date equivalent to $400,000 in value if the Company’s stock price is trading above $4.00 per share on the grant date or 100,000 combined shares/units (valued at target) if the Company’s stock price is trading at or below $4.00 per share on the grant date. Fifty percent of the grant will be awarded in the form of restricted stock, which will vest ratably over a three-year period. The remaining 50% will be awarded in the form of performance share units (“PSUs”) that will cliff vest following a three-fiscal-year performance period, contingent upon the achievement of defined performance goals over fiscal years 2021- 2023, with a payout range from 0% to 175% of the target PSUs awarded. Mr. Guido will also be eligible for future annual equity grants, delivered in a combination of restricted stock and PSUs, beginning in fiscal 2022 at the discretion of the Board of Director’s Human Resources, Compensation and Benefit Committee. Mr. Guido will also be provided certain relocation benefits and will be eligible to participate in the Company’s employee benefit plans and programs on terms offered to similarly situated employees.

Mr. Guido and the Company also entered into a restrictive covenant agreement, dated as of September 15, 2021, containing customary non-competition, non-solicitation, non-disparagement, reasonable cooperation and confidentiality covenants (the “Restrictive Covenant Agreement”).

The foregoing descriptions of the Guido Letter Agreement and the Restrictive Covenant Agreement are qualified in their entirety by reference to the full text of such agreements included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

There are no arrangements or understandings between Mr. Guido and any other persons pursuant to which Mr. Guido was selected as an officer, nor are there any family relationships between Mr. Guido and any of the Company’s directors or other executive officers. Neither Mr. Guido nor any related person of Mr. Guido has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Also effective September 20, 2021, David M. Oliver, who has been serving as Interim Chief Financial Officer and Senior Vice President, Controller and interim principal financial officer and principal accounting officer of the Company since February 2020, has been re-appointed to his prior role of Senior Vice President Finance – Controller and Chief Accounting Officer and principal accounting officer of the Company. Mr. Oliver’s compensation and benefits remain unchanged, except that his additional monthly compensation for service as Interim Chief Financial Officer will cease effective September 20, 2021.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits:

Exhibit 10.1	Employment letter agreement between the Company and Patrick Guido, dated as of September 15, 2021
Exhibit 10.2	Restrictive covenant agreement between the Company and Patrick Guido, dated as of September 15, 2021
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated September 17, 2021
Exhibit 104	Cover Page Interactive Data File - the cover page iXBRL tags are 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 hereunto duly authorized.

	CHICO’S FAS, INC.
Date: September 17, 2021	By:
	/s/ Kristin M. Gwinner
	Kristin M. Gwinner, Executive Vice President - Chief Human Resources Officer

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Employment letter agreement between the Company and Patrick Guido, dated as of September 15, 2021
Exhibit 10.2	Restrictive covenant agreement between the Company and Patrick Guido, dated as of September 15, 2021
Exhibit 99.1	Press Release of Chico’s FAS, Inc. dated September 17, 2021
Exhibit 104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

EX-10.1

Exhibit 10.1

September 15, 2021

Patrick Guido

XXXX

XXXX

Dear PJ:

It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. As you are aware, we are a respected organization within which this position is a key driver of our success. As one of the top specialty retailers, we offer tremendous opportunity for personal and professional growth. Please let this letter serve as an offer to join Chico’s FAS, Inc. and your acceptance of that offer. The following will outline the specifics:

Position:            EVP, Chief Financial Officer

Reports to:          Molly Langenstein, CEO and President

Start Date:         September 20, 2021

Base Salary:     $525,000.00 annually

Sign-On Bonus:
You will receive a sign-on bonus of $25,000, less applicable taxes, payable within 30 days of your start date (contingent upon receipt of the attached repayment agreement).

Bonus Plan:
Annual target of 80% of base salary earned during each fiscal year performance period, with target bonus for FY21 (January 2021 to January 2022) prorated for time in position, which is contingent upon the achievement of corporate and brand financial objectives. The terms of the bonus, including eligibility, payouts and objectives are subject to the Management Bonus Plan and may be modified from time to time. All payouts are based on fiscal year business results and can vary from 0% to a maximum of 200% of your target bonus potential (160% of base salary earned). Bonus is typically paid in March, after the conclusion of the fiscal year.

Equity Grants:

Following your start date, you will receive a new hire equity grant delivered in a combination of 50% Restricted Stock Awards and 50% Performance Share Units (PSUs) equivalent to $400,000 in value (based on target for the PSUs) if the stock price is trading above $4.00 per share on the grant date or 100,000 combined shares/PSUs (at target) if the stock price is trading at or below $4.00 per share on the grant date. The Restricted Stock shares will vest ratably over a three-year period. The PSUs will cliff vest following a three (3)-fiscal-year performance period, contingent upon the achievement of the defined performance goals over FY21-23. The achievement range for the PSUs is from 0% to a maximum of 175% of the target award.

You will be eligible for annual equity grants delivered in a combination of Restricted Stock and Performance Share Units. The target amount of such grants is established by the Human Resources, Compensation and Benefits Committee of our Board of Directors on an annual basis and may change from year to year. Annual equity grants are typically made in March.

Annual Review:
You will be eligible for the FY21 performance appraisal process in 2022.

Time Off:
You will be eligible for 23 days of Paid Time Off (PTO) for each full calendar year of employment. This is an accrued benefit that you start to earn on your start date. In addition, Chico’s FAS, Inc. currently observes seven paid holidays and one floating day of your choice.

You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program outlined below:

Group Insurance Program:
Medical/Dental/Vision Plans
Eligibility Date: Effective your first day of active employment

Life Insurance:
The company provides term insurance equal to 1X your base salary as well as accidental death and dismemberment insurance equal to 1X your base salary ($500,000 maximum). Supplemental insurance is available for purchase.
Eligibility Date: Effective your first day of active employment

Short and Long Term Disability:
The company provides short and long term disability benefits.
Eligibility Date: Effective your first day of active employment

401(k) Plan:
You may participate with an eligible deferral of your compensation (subject to an IRS maximum). Your 401(k) contributions may be subject to additional limitations under federal regulations.  You will be able to roll over existing qualified funds immediately. 
Eligibility Date: After 6 months of employment

Employee Stock Purchase Plan:
You will have an opportunity to purchase Chico’s FAS, Inc. common stock at a discount directly from the company, four times a year, based on quarterly Offering Periods.
Eligibility Date: First Offering Period following 60 days of employment

Executive Benefits

Disability Income Protection:                                                                                    

As an officer, you will be eligible for Chico’s FAS, Inc.’s Supplemental Disability Insurance program after 90 days of employment. This program provides an increased level of income protection should you become totally disabled. Full details of the program will be provided by the Benefits Department.

Annual Physical:   

As an officer, you are eligible to have one company paid physical per year at the Mayo Clinic in Jacksonville, FL as part of our Health and Wellness program.

The items listed above are covered by various benefit plans. Such benefit plans may be modified from time to time. In the event this offer letter conflicts with the terms of a benefit plan document or summary plan description, the terms of the plan document or summary plan description will control.

Child Care:  
Chico’s FAS, Inc. is pleased to provide an early education and child development center located on campus. The center is operated by Bright Horizons Family Solutions Inc., a best in class childcare provider. The center accommodates children from ages 6 weeks to 5 years. Summer program options are also available for children ages 5 to 12.

Chico’s Clinic:

You will have access to Chico’s Viva Verna Clinic, which is available to all associates and their spouses. The on-site clinic offers no cost and low-cost appointments for wellness checks, sick visits and lab work. Marathon Health operates the clinic with a staff of nurse practitioners and other providers.

Associate Discount:

You will be eligible for the Chico’s associate discount, which is generally 40% off the retail price for all Chico’s product at all 3 Chico’s Brands (Chico’s, WHBM, Soma), whether purchased on-line or in store. This discount may not apply to all products and all purchases.

Relocation Benefit:  
In order to ensure a successful relocation, you will be provided relocation assistance as detailed in the attached Tier I Relocation Program.

By accepting our offer of employment, you acknowledge the at-will nature of our relationship. This offer is contingent upon the successful verification of references, background check, in addition to your execution of our attached Restrictive Covenant Agreement.

Additionally, you represent that you are not a party to any agreement that would bar or limit the scope of your employment with us.

We hope you view this opportunity as a chance to have a positive impact while enjoying a challenging and rewarding career. Nonetheless, please understand that Chico’s FAS, Inc. is an at-will employer. That

means that either you or the company are free to end the employment relationship at any time, with or without notice or cause.

We are looking forward to having you on our team. Let me be the first to welcome you aboard! We are sure you will find it a challenging and rewarding experience. If you have any questions, please feel free to contact us at the number indicated below.

Sincerely,

 /s/ Molly Langenstein

Molly Langenstein
CEO and President

Contact Information

For questions, please call:
Kristin Gwinner

CHRO

239-346-4040

I accept the terms and conditions of the offer as outlined above:

Please return a signed copy

/s/ Patrick J. Guido                Patrick Guido

9/15/21                        Date

Attachments

EX-10.2

Exhibit 10.2

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into

this 15 day of September, 2021 (the “Effective Date”), by and between Chico’s FAS, Inc., a Florida corporation, having a principal place of business at 11215 Metro Parkway, Fort Myers, FL 33966 (the “Employer”), and Patrick J. Guido (the “Executive”). In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree to the following:

1.Employment. Employer desires to employ Executive in the position of EVP and Chief Financial Officer (the “Position”), and Executive desires to accept such Position. In the Position, Executive will assume a key role in the organization that will require confidentiality and trust and will acquire information, knowledge and experience with Employer that is proprietary, confidential, unique and hard to replace. It would also place Employer at an unfair disadvantage, and Executive at an unfair advantage, should Executive use this information, knowledge, and experience to further the interests of anyone other than Employer. As a result, Employer desires to protect its rights in its proprietary, confidential and trade secret information, and, as a condition of employment and for the consideration set forth herein, Executive is willing to and has agreed to abide by and faithfully observe the obligations and restrictions set forth herein.

2.Loyalty During Employment. While employed with Employer, Executive will remain loyal to Employer and will not engage in any activities that create a conflict of interest. Executive understands that it will be a conflict of interest for Executive to pursue business activities that compete with Employer while employed with Employer or to engage in material preparations to do so. Executive will promptly inform Employer of any business opportunities related to Employer’s line of business, and will not pursue any such business opportunities independent from Employer without advance written authorization from Employer to do so.

3.Confidential Information.

(a)Nondisclosure and Non-use. Both during Executive’s employment with Employer and thereafter, Executive covenants and agrees that Executive (i) shall exercise the utmost diligence to protect and safeguard the Confidential Information of Employer and its Affiliates; (ii) shall not disclose to any third party any Confidential Information, except as may be required by Employer in the course of Executive’s employment or by law; and (iii) shall not use, directly or indirectly, for Executive’s own benefit or for the benefit of another, any Confidential Information. Executive acknowledges that Confidential Information has been and will be developed and acquired by Employer and its Affiliates by means of substantial expense and effort, that the Confidential Information is a valuable proprietary asset of Employer’s and its Affiliates’

business, and that its disclosure would cause substantial and irreparable injury to Employer’s and its Affiliates’ business. For purposes of this Agreement, “Affiliate” shall mean any entity controlling, controlled by, or under common control of, Employer.

(b)Definition of Confidential Information. “Confidential Information” means all information of a confidential or proprietary nature, whether or not specifically labeled or identified as “confidential,” in any form or medium, that is or was disclosed to, or developed or learned by, Executive in connection with Executive’s past, present or future employment with Employer and that relates to the business, products, services, research or development of any of Employer or its Affiliates or their suppliers, distributors or customers. Confidential Information includes, but is not limited to, the following: (i) internal business information (including, but not limited to, information relating to strategic plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, any of Employer’s, or any of its Affiliates’, suppliers, distributors and customers and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other information or thing that has economic value, actual or potential, from not being generally known to or not being readily ascertainable by proper means by other persons.

(c)Not Confidential Information. Confidential Information shall not include information that Executive can demonstrate: (i) is publicly known through no wrongful act or breach of obligation of confidentiality; (ii) was rightfully received by Executive from a third party without a breach of any obligation of confidentiality by such third party; or (iii) was known to Executive on a non-confidential basis prior to Executive’s employment with Employer.

(d)Presumption of Confidentiality. In any judicial proceeding, it will be presumed that the Confidential Information constitutes protectable trade secrets and Executive will bear the burden of proving that any Confidential Information is publicly or rightfully known by Executive.

(e)Return of Confidential Information and Materials. Executive agrees to return to Employer either before or immediately upon the termination of Executive’s employment with Employer any and all information, materials or equipment which constitutes, contains, or in any way relates to the Confidential Information and any other document, equipment or materials of any kind relating in any way to the business of Employer in the possession, custody or control of Executive which was obtained by Executive during the course of or as a result of Executive’s employment with Employer whether confidential or not, including, but without limitation, any copies thereof which may have been made by or for Executive. Executive shall also provide

Employer, if requested to do so, the name of the new employer of Executive and Employer shall have the right to advise any subsequent employer of Executive’s obligations hereunder.

4.    Non-Competition. Executive covenants and agrees that during the term of Executive’s employment with Employer and for a twelve (12) month period after the date of termination of Executive’s employment hereunder for any reason (the “Restricted Period”), Executive will not, directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business that Executive has provided for Employer (and/or its Affiliates) within the twelve (12) month period immediately preceding Executive’s termination date within the Restricted Territory. For purposes of this Agreement, a “Competing Business” shall mean any direct competitor of Employer which, in general, means a specialty retailer of: (i) better women’s intimate apparel, sleepwear and bath and body products; or (ii) better women’s apparel whose target customers are 35 years of age or older and have an annual household income of $75,000 or more. Competing Business includes, but is not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., Victoria’s Secret Stores, Inc., and Ascena Retail Group, Inc. The “Restricted Territory” means where Employer’s products are marketed at the time of Executive’s termination.

This covenant on the part of Executive shall be construed as an agreement independent of any other provision of this Agreement; and the existence of any claim or cause of action of Executive against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of this covenant. Executive expressly agrees that the restrictions of this Section 4 will not prevent Executive from otherwise obtaining gainful employment upon termination of Executive’s employment with Employer.

5.Non-Solicitation of Customers, Suppliers, and Business Associates. For a period of two (2) years after the date of termination of Executive’s employment for any reason, Executive shall not directly or indirectly induce, solicit or encourage any customer, supplier or other business associate of Employer or an Affiliate to terminate or alter its relationship with Employer or Affiliate, or introduce, offer or sell to or for any customer or business associate, any products or services that compete with an Employer product, service, marketing item, or other item which presently exists, or which was under development or active consideration during Executive’s employment with Employer.

6.Non-Solicitation of Employees. For a period of two (2) years after the date of termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, induce, solicit or encourage any employee of Employer or its Affiliates to terminate or alter his or her relationship with Employer or its Affiliates.

7.Non-Disparagement. Both during Executive’s employment with Employer and thereafter, Executive covenants and agrees that Executive shall not, directly or indirectly, disparage Employer, or its successors, corporate affiliates, assigns, officers, directors,

shareholders, attorneys, employees, agents, trustees, representatives, or insurers. Such prohibited disparagement shall include communicating or disclosing any information or communications to anyone or entity which is intended to or has the effect of having any negative impact on Employer, its business or reputation in the marketplace or otherwise.

8.Reasonable Cooperation. Executive acknowledges and agrees that, during the course of Executive’s employment with Employer, Executive was involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, Executive agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which Executive has personal and relevant knowledge that is or may be made by or against Employer. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as Employer and Executive reasonably agree to, as well as giving truthful evidence and truthful testimony. Employer shall reimburse Executive for reasonable out-of-pocket expenses actually incurred in connection with such assistance. Executive also promises to notify Employer within five (5) days if Executive is subpoenaed or contacted by a third party seeking information about Employer activities.

9.    Remedies.

(a)Injunctive Relief. It is agreed by the parties hereto that any violation by Executive of any of the covenants contained herein would cause immediate, material and irreparable harm to Employer and/or its Affiliates which may not be adequately compensated for by money damages, and, therefore, Employer and/or its Affiliates shall be entitled to injunctive relief (including, without limitation, one or more preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in equity or otherwise for such a violation including, but not limited to, the right to have such covenants specifically enforced by any court of competent jurisdiction and the right to require Executive to account for and pay to Employer and/or its Affiliates all benefits derived or received by Executive as a result of any such breach of covenant together with interest thereon, from the date of such initial violation until such sums are received by Employer and/or its Affiliates. The Restricted Period set forth herein shall be extended by any period of time in which Executive is in breach of the covenants contained in this Agreement and for any period of time which may be necessary to secure an order of court or injunction, either temporary or permanent, to enforce any of the covenants contained in this Agreement.

(b)Executive Acknowledgment. Executive acknowledges and agrees that the periods of restriction and geographical areas of restriction imposed by the confidentiality and non-competition covenants of this Agreement are fair and reasonably required for the protection of Employer and its Affiliates.

10.    At-Will. Nothing in this Agreement is intended to alter the at-will nature of Executive’s employment.

11.    Severability. In the event that, and if for any reason, any portion of this Agreement shall be held to be invalid or unenforceable, it is agreed that the remaining covenants and restrictions or portions thereof shall remain in full force and effect, and that if the validity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants and restrictions, said covenants and restrictions of this Agreement shall nevertheless be effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction.

12.    Integration. This Agreement contains the entire agreement between the parties regarding the matters covered within it. To the extent other agreements cover the matters contained herein, the provisions of such agreements shall be read together with the provisions of this Agreement to afford Employer the greatest protections allowed by applicable law.

13.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its conflict of laws provisions.

14.    Binding Effect. This Agreement is binding upon the parties hereto and on their respective heirs, personal representatives, successors and assigns. Executive agrees that the obligations contained in this Agreement will survive the termination of this Agreement.

15.    Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Nothing in this Agreement prohibits Executive from reporting an event that Executive reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), or from cooperating in an investigation conducted by such government agency. Executive is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

This Agreement shall be considered made on the date signed by Executive below which shall be the effective date of this Agreement unless Executive is entering into this Agreement as part of Executive’s original hiring, transfer or promotion into a new position in which case the terms of this Agreement are understood to be effective as of the first day of Executive’s employment in such new position (whether reduced to writing on that specific date or not).

EMPLOYER:

By: /s/ Kristin Gwinner DATE: 9/15/21

Kristin Gwinner

EXECUTIVE:

/s/ Patrick J. Guido                    DATE: 9/15/21

Patrick J. Guido

EX-99.1

Exhibit 99.1

Chico's FAS, Inc. Appoints Patrick J. Guido as Chief Financial Officer

Brings Strong Financial Leadership and Experience at Major Retail and Consumer Companies

FORT MYERS, Fla., September 17, 2021 -- Chico's FAS, Inc. (NYSE: CHS) (“Chico’s FAS” or the “Company”) today announced that Patrick J. Guido has been appointed Chief Financial Officer of the Company, effective September 20, 2021 and will report directly to Molly Langenstein, Chief Executive Officer and President of Chico's FAS.

Mr. Guido has more than 20 years of finance and operations experience and has held numerous executive leadership roles at premier retail and consumer companies. He most recently served as Senior Vice President and Chief Financial Officer at Asbury Automotive Group, Inc., one of the largest automotive retail and service companies in the U.S. In this role, he helped support continued growth and financial strength during the COVID-19 pandemic, while also contributing to the development and implementation of the long-term strategic plan.

Prior to this position, Mr. Guido served as Executive Vice President and Chief Financial Officer of lululemon athletica inc., a multinational designer, distributor and retailer of healthy lifestyle inspired athletic apparel and accessories. In this role, he provided financial oversight and business analytics during a historic growth period at the company, which resulted in a significant increase in aggregate revenue, strong EPS growth and substantial increase in share price over two years.

“PJ is a highly accomplished finance executive with deep knowledge of the retail industry and a proven track record guiding companies through significant growth periods,” said Molly Langenstein. “We are excited about the growth of our company. I am pleased to welcome PJ to the Chico’s FAS team.”

“I am incredibly excited to join the Chico’s FAS team and leverage my industry experience to continue strengthening the Company's financial and operational performance,” said Mr. Guido. “I look forward to partnering with Molly and the rest of the team to continue capitalizing on Chico’s FAS’ impressive momentum in its return to sustainable, profitable growth.”

In connection with Mr. Guido’s appointment, David Oliver, who has served as Interim Chief Financial Officer since February 2020, has been reappointed to his prior role of Senior Vice President Finance – Controller and Chief Accounting Officer.

Ms. Langenstein further commented, “On behalf of the Board and management team, I want to thank David for his leadership and many contributions over these past 18 months. We greatly value and appreciate David’s stalwart leadership and guidance during this critical period in our company and look forward to continuing to benefit from his talent and financial expertise.”

Patrick J. Guido

Mr. Guido most recently served as Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc. Prior to this position, Mr. Guido served as Executive Vice President and Chief Financial Officer of lululemon athletica inc. Before joining lululemon in 2018, he served a seven-year tenure at VF Corporation, a global leader in branded lifestyle apparel, footwear and accessories, as Vice President, Treasury and Corporate Development. In the role, he was responsible for managing capital allocation strategies, mitigating global financial risk and executing on multiple strategic initiatives for the company. Earlier in his career, Mr. Guido served in roles of increasing responsibilities at The Home Depot, Inc. and Saks Incorporated. He received his MBA from Vanderbilt University and holds a BS from Georgetown University.

ABOUT CHICO'S FAS, INC.
Chico's FAS is a Florida-based fashion company founded in 1983 on Sanibel Island, Fla. The Company reinvented the fashion retail experience by creating fashion communities anchored by service, which put the customer at the center of everything we do. As one of the leading fashion retailers in North America, Chico's FAS is a company of three unique brands - Chico's®, WHBM® and Soma® - each thriving in their own white space, founded by women, led by women, providing solutions that millions of women say give them confidence and joy.

Our Company has a passion for fashion, and each day, we provide clothing, shoes and accessories, intimate apparel and expert styling in our brick-and-mortar boutiques, digital online boutiques and through StyleConnect™, the Company's proprietary digital styling tool that enables customers to conveniently shop wherever, whenever and however they prefer.

As of July 31, 2021, the Company operated 1,284 stores in the U.S. and sold merchandise through 66 international franchise locations in Mexico and 2 domestic franchise airport locations. The Company's merchandise is also available at www.chicos.com, www.chicosofftherack.com, www.whbm.com and www.soma.com as well as through third-party channels.

To learn more about Chico's FAS, please visit 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

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements, including without limitation the quotes from Ms. Langenstein and Mr. Guido, relate to expectations and projections regarding the Company's future performance and may include the words "believe," "expect," "intend," “continue,” "will," “drive,” "should," "strategy," "potential," "confident" and similar terms. These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Although we believe our expectations are based on reasonable estimates and assumptions, there is no assurance that our expectations will, in fact, occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Factors that could cause actual results to differ include, but are not limited to: the effects of the pandemic and

uncertainties about its depth and duration, new variants of COVID-19 that have emerged, and the speed, efficacy and availability of vaccine and treatment developments, as well as the impacts to general economic conditions and the economic slowdown affecting consumer behavior and discretionary spending (during and after the pandemic) and any temporary store restrictions (including reduced hours or capacity) due to government mandates; the effectiveness of store reopenings, cost reduction initiatives, the extent, availability and effectiveness of any pandemic stimulus packages or loan programs, including the Coronavirus Aid, Relief, and Economic Security Act, the ability of our third-party business partners, including our suppliers, logistics providers, vendors and landlords, to meet their obligations to us in light of financial stress, staffing shortages, liquidity challenges, bankruptcy filings by other industry participants and other disruptions due to the pandemic, and the impact of the pandemic on our manufacturing operations in China; our ability to successfully implement any alternatives that we pursue including our ability to maintain the cost savings described in this release; government actions and policies; increases in unemployment rates and taxes; local, regional, national and international economic conditions; the risk that natural disasters, public health crises, political uprisings, uncertainty or unrest, or other catastrophic events could adversely affect our operations and financial results; changes in the general economic and business environment; changes in the general or specialty retail or apparel industries, including the extent of the market demand and overall level of spending for women's private branded clothing and related accessories; future permanent store closures; the effectiveness of our brand strategies, awareness and marketing programs; the ability to successfully execute and achieve the expected results of our business strategies and particular strategic initiatives (including, but not limited to, the Company's turnaround strategy and five fiscal 2021 operating priorities which are: continuing our ongoing digital transformation; further refining product through fit, quality, fabric and innovation; driving increased customer engagement through marketing; maintaining our operating and cost discipline; and further enhancing the productivity of our real estate portfolio; cyber security or other data or security breaches; sales initiatives and multi-channel strategies; customer traffic; our ability to appropriately manage our inventory and allocation processes; our ability to leverage inventory management and targeted promotions; the successful recruitment of leadership and the successful transition of members of our senior management team; uncertainties regarding future unsolicited offers to buy the Company and our ability to respond effectively to them as well as to actions of activist shareholders and others; changes in the political environment that create consumer uncertainty; the risk that our investments in merchandise or marketing initiatives may not deliver the results we anticipate; significant changes to product import and distribution costs (such as unexpected consolidation in the freight carrier industry, and the ability to remain competitive with customer shipping terms and increases in costs pertaining to product deliveries and returns, higher freight costs, product supplier handover delays and extended inbound transit times); the risks and uncertainties that are related to our reliance on sourcing from foreign suppliers, including significant economic labor, political or other shifts (including the impact of changes in tariffs, taxes or other import regulations, particularly with respect to China, or legislation prohibiting certain imports from China); the quality and timeliness of merchandise received from suppliers; changes in the costs of manufacturing, raw materials, transportation, distribution, labor and advertising; new or increased taxes or tariffs that could impact, among other things, our sourcing from foreign suppliers; the risk that future legislation may prohibit certain imports from China; and significant shifts in consumer behavior. Other risk factors are detailed in the Company's Annual Report on Form 10-K and, from time to time, the Company's Quarterly Reports on Form 10-Q and other reports filed with the Securities and Exchange Commission. These factors should be considered in evaluating forward-looking statements contained herein. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. 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.

MEDIA CONTACT:

Tom Filandro

ICR, Inc.

(646) 277-1235

tom.filandro@icrinc.com

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Cover Page	Sep. 15, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 15, 2021
Entity Registrant Name	Chico’s FAS, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	001-16435
Entity Tax Identification Number	59-2389435
Entity Address, Address Line One	11215 Metro Parkway
Entity Address, City or Town	Fort Myers
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33966
City Area Code	239
Local Phone Number	277-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CHS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000897429