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): February 22, 2007

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-99.1 Press Release

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

     On February 22, 2007, Chico’s FAS, Inc. (the “Company”) issued a press release announcing that it has appointed David F. Dyer to its Board of Directors, effective March 5, 2007, increasing the total number of Board seats from eight to nine. Mr. Dyer will serve as a Class II director until the 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”). The Board will recommend that Mr. Dyer stand for election at the 2007 Annual Meeting. There is no arrangement or understanding between Mr. Dyer and any other persons pursuant to which Mr. Dyer was selected as a director. Neither Mr. Dyer nor any related person of Mr. Dyer has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party. Mr. Dyer will be compensated as a non-employee director in accordance with the Company’s non-employee director compensation policies as described in the Company’s 2006 Proxy Statement. At this time, it has not been determined on which Board committee(s) Mr. Dyer will serve. The Company shall file an amendment to this Report to reflect the committee assignment(s) no later than four business days after the Board takes action to appoint Mr. Dyer to his initial Board committee assignment(s).

     A copy of the press release issued on February 22, 2007 is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (d)     Exhibits:

Exhibit 99.1 Chico’s FAS, Inc. Press Release dated February 22, 2007

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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: February 26, 2007	By:	/s/ Michael J. Kincaid
	Michael J. Kincaid, Senior Vice President — Finance and Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated February 22, 2007

EX-99.1

Exhibit 99.1

For Immediate Release

Executive Contacts:
Charles J. Kleman	F. Michael Smith
Executive Vice President	Vice President
Chief Financial Officer	Investor and Community Relations
Chico’s FAS, Inc.	Chico’s FAS, Inc.
(239) 274-4105	(239) 274-4797

Chico’s FAS, Inc. Appoints David F. Dyer to Serve on its Board of Directors

     Fort Myers, FL — February 22, 2007 — Chico’s FAS, Inc. (NYSE: CHS) today announced that it has appointed David F. Dyer to its Board of Directors, effective March 5, 2007, increasing the total number of Board seats to 9.

     Mr. Dyer is the former President and Chief Executive Officer of Tommy Hilfiger Corporation where he served from August 2003 until his retirement in May 2006. As a veteran apparel and retailing executive with more than 35 years of industry experience, Mr. Dyer offers a successful track record across multiple segments of the retail marketplace, including his proven ability to develop and capitalize on consumer brands.

     Prior to joining Tommy Hilfiger Corporation, Mr. Dyer served as President and Chief Executive Officer of Lands End from 1998 through 2002, where he led the dramatic growth of the Lands End business, building the largest apparel Internet business in the U.S. and delivering consecutive record sales and profit results in 2001 and 2002. Mr. Dyer previously served in various other roles at Lands End from 1989 to 1994, including as Vice Chairman and Director from 1991 to 1994.

     Mr. Dyer began his career with Burdines, a division of Federated Department Stores, and held various merchandising and marketing posts during his 17 years there. He later served as President and Chief Operating Officer of Home Shopping Network and was Acting President of J. Crew Catalog from 1997 to 1998.

     Mr. Dyer currently serves as a Director for ADVO, Inc.

     Scott A. Edmonds, President & CEO commented, “We are very pleased to welcome Dave Dyer to the Board of Directors. Dave brings a wealth of knowledge that will be of great help as we continue our work to grow the Chico’s FAS family of brands.”

     The Company is a specialty retailer of private label, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 921 women’s specialty stores, including stores in 47 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market, Soma by Chico’s and Fitigues names. The Company has 555 Chico’s front-line stores, 34 Chico’s outlet stores, 254 White House | Black Market front-line stores, 16 White House | Black Market outlet stores, 52 Soma by Chico’s stores, 9 Fitigues front-line stores and 1 Fitigues outlet store.

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Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company 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. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, 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.

For more detailed information, please call (877) 424-4267 to listen to the Company’s monthly sales information and investor relations line

A copy of a slide show addressing the Company’s recent financial results and current plans for expansion is available on the Company’s website at http://www.chicos.com in the investor relations section under Our Company

Additional investor information on Chico’s FAS, Inc. is available free of charge on the Company’s website at http://www.chicos.com in the investor relations section under Our Company

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