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): June 25, 2009

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

0-21258	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):

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

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

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

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

TABLE OF CONTENTS

	Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-3.1
EX-3.2

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Effective June 25, 2009, the stockholders of Chico’s FAS, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Articles of Incorporation requiring majority voting in uncontested director elections, as had been proposed by the Company’s Board of Directors in the proxy statement for its 2009 Annual Meeting.

     The Amended and Restated Articles of Incorporation of the Company, as further amended, provide that (i) where an election is uncontested, each director shall be elected if the number of votes “FOR” a nominee exceed the votes cast “AGAINST” a nominee, with abstentions and non-votes not counting and (ii) where an election is contested, the nominees receiving the greatest number of votes “FOR” their election, up to the number of directors to be elected, shall be elected. For these purposes, an election is considered “contested” if (i) the Secretary of the Company has received a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for directors and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) business day preceding the date the Company first mails its notice of meeting to the stockholders. The newly ratified amendment to the Amended and Restated Articles will be filed with the Department of State of the State of Florida such that thereafter, in an election that is uncontested, a nominee who is not an incumbent director and who receives a greater number of “against” votes than “for” votes will not be elected to the Board. The new voting standard applies to uncontested elections of directors beginning with the 2010 Annual Meeting of stockholders.

     The description in this report of the amendment to the Amended and Restated Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the amendment as reflected in the Articles of Amendment to the Amended and Restated Articles of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     Also, by action of the Company’s Board of Directors taken on June 25, 2009, the Company amended its Amended and Restated By-Laws to indicate that its director elections were subject to the provisions of its Amended and Restated Articles of Incorporation, including the amendment discussed above.

     A copy of the amendment to the Amended and Restated By-Laws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

     Exhibit 3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation, adopted effective June 25, 2009

     Exhibit 3.2 Amendment to the Amended and Restated By-Laws of Chico’s FAS, Inc.

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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: June 26, 2009	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger, Executive Vice President —
		Chief Financial Officer and Treasurer

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 3.1	Articles of Amendment to the Amended and Restated Articles of Incorporation, adopted effective June 25, 2009
Exhibit 3.2	Amendment to the Amended and Restated By-Laws of Chico’s FAS, Inc.

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CHICO’S FAS, INC.

     Chico’s FAS, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Florida, in order to amend its Articles of Incorporation, in accordance with the requirements of Chapter 607, Florida Statutes, does hereby, by and through the undersigned, its President, submit these Articles of Amendment of Amended and Restated Articles of Incorporation and in connection therewith does hereby state as follows:

     1. The name of the Corporation is Chico’s FAS, Inc.

     2. The Amendment of the Corporation’s Amended and Restated Articles of Incorporation, as described herein (the “Amendment”), was adopted and approved by the Board of Directors of the Corporation at a duly held meeting on February 24, 2009, and was recommended to the shareholders for their approval.

     3. The Amendment was duly adopted and approved by a majority of the shareholders of the Corporation at a duly called annual meeting, held on June 25, 2009, and the votes cast for the Amendment were sufficient for approval.

     4. The Amendment, as effected hereby (the “Amendment”), deletes in its entirety Section 7 of Article VI of the Amended and Restated Articles of Incorporation, and in its place substitutes the following Sections 7 and 8 of Article VI of the Amended and Restated Articles of Incorporation:

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     7. Elections. When a quorum is present at any meeting for the election of directors, the vote required for election of a director by stockholders, other than in a contested election, shall be the affirmative vote of a majority of votes cast with respect to the director nominee. A majority of votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. In a contested election, the nominees receiving the greatest number of votes “for” their election, up to the number of directors to be elected, shall be elected. Abstentions and broker non-votes will not count as votes either “for” or “against” a nominee.

     The election is “contested” if (i) the Secretary of the Corporation has received a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Article VI, Section 8 hereof and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth business day preceding the date the Corporation first mails its notice of meeting to the stockholders.

     8. Nominations. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at meetings of stockholders.

     Nominations of persons for election to the Board of Directors of this Corporation may be made at a meeting of stockholders by or at the direction of: (a) the Board of Directors; (b) by any nominating committee or person appointed by the Board; (c) or by any stockholder of this Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article VI, Section 8.

     Nominations by stockholders shall be made pursuant to timely notice in writing to the Secretary of this Corporation. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of this Corporation not less than 60 days prior to the date of the meeting at which the director(s) are to be elected, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the scheduled meeting is given or made, notice by the stockholder, to be timely, must be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice was given or such public disclosure was made.

     A stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of this Corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and address, as they appear on this Corporation’s books, of the stockholder and (ii) the class and number of shares of this Corporation’s stock which are beneficially owned by the

stockholder on the date of such stockholder notice. This Corporation may require any proposed nominee to furnish such other information as may reasonably be required by this Corporation to determine the eligibility of such proposed nominee to serve as a director of this Corporation.

     The presiding officer of the meeting shall determine and declare at the meeting whether the nomination was made in accordance with the terms of this Article VI, Section 8. If the presiding officer determines that a nomination was not made in accordance with the terms of this Article VI, Section 8, he or she shall so declare at the meeting and any such defective nomination shall be disregarded.

     IN WITNESS WHEREOF, the foregoing instrument has been duly executed and delivered by the Corporation by its undersigned officer this 25^th day of June, 2009.

CHICO’S FAS, INC.
By:	/s/ David F. Dyer
	David F. Dyer, President

EX-3.2

Exhibit 3.2

Fourth Amendment
to
Amended and Restated Bylaws
of
Chico’s FAS, Inc.

     On June 25, 2009, the Board of Directors of Chico’s FAS, Inc. approved the following amendment to Section 11 of Article II of the Amended and Restated Bylaws of the corporation.

1. Section 11 of Article II is amended in its entirety to read as follows:

     Section 11. VOTING FOR DIRECTORS. Directors shall be elected as set forth in the Company’s Articles of Incorporation, as amended or restated from time to time.