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 21, 2012

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))

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

At the Annual Meeting of Stockholders of Chico’s FAS Inc. (the “Company”) held on June 21, 2012, stockholders approved the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan (the “Plan”). A description of the Plan is included in the Company’s 2012 Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on May 4, 2012 under the heading “Proposal to Approve the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan.” The description of the Plan is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which was filed as Appendix A of the Proxy Statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders for Chico’s FAS, Inc. was held on June 21, 2012 for the purpose of electing directors and voting on the proposals described below. Each Class I director was elected and each proposal was approved.

Proposal 1 – Election of Class I Directors:

	For	Against	Abstain	Broker Non-Votes
Ross E. Roeder	124,460,615	2,708,170	183,575	22,208,220
Andrea M. Weiss	124,647,286	2,316,520	388,554	22,208,220

Proposal 2 – Approval of the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan:

For	Against	Abstain	Broker Non-Votes
114,482,513	12,609,960	259,887	22,208,220

Proposal 3– Ratification of the Appointment of Ernst & Young LLP as Independent Certified Public Accountants:

For	Against	Abstain	Broker Non-Votes
145,957,670	3,204,415	398,495	-0-

Proposal 4 – Advisory Resolution on Executive Compensation:

For	Against	Abstain	Broker Non-Votes
124,742,439	2,331,400	278,521	22,208,220

Item 8.01 Other Events.

The Company also announced that its Board of Directors declared a quarterly cash dividend of $0.0525 per share. A copy of the release issued on June 25, 2012 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 June 25, 2012

2

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.

Date: June 25, 2012	CHICO’S FAS, INC.
	By:	/s/ Pamela K Knous
		Pamela K Knous, Executive Vice President – Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 99.1	Chico’s FAS, Inc. Press Release dated June 25, 2012

EX-99.1

Exhibit 99.1

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

Chico’s FAS, Inc. Declares Cash Dividend of $0.0525 Per Share

Fort Myers, FL – June 25, 2012 – Chico’s FAS, Inc. (NYSE: CHS) today announced that its Board of Directors declared a quarterly cash dividend of $0.0525 per share of its common stock, a 5% increase over the dividend rate from September 2011. The dividend is payable on September 24, 2012 to Chico’s FAS shareholders of record at the close of business on September 10, 2012.

ABOUT CHICO’S FAS, INC.

The Company, through its brands – Chico’s, White House | Black Market, Soma Intimates, and Boston Proper, is a women’s specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items.

The Chico’s brand offers women a combination of great style, one-of-a-kind details and warm personal service. Chico’s currently operates 607 boutiques and 89 outlets throughout the U.S., publishes a monthly catalog and offers round-the-clock shopping at www.chicos.com.

White House | Black Market strives to make women feel beautiful with apparel and accessories in the honest simplicity of black and white and the individuality of styles built from it. White House | Black Market currently operates 382 boutiques and 36 outlets, publishes a catalog highlighting its latest fashions and connects with customers at www.whbm.com.

Soma Intimates offers beautiful and sensual lingerie, loungewear and beauty. Soma Intimates currently operates 178 boutiques and 15 outlets, publishes a catalog coinciding with key shopping periods and sells direct-to-consumer at www.soma.com.

Boston Proper is a leading direct-to-consumer retailer of women’s high-end apparel and accessories. Boston Proper provides unique, distinctive fashion designed for today’s independent, confident and active woman. The merchandise focus is about creating a daring, modern style with a sensual feel and is available exclusively through the Boston Proper catalog and website, www.bostonproper.com.

For more detailed information on Chico’s FAS, Inc., please visit www.chicosfas.com.

Executive Contact:

Todd Vogensen

Vice President-Investor Relations

Chico’s FAS, Inc.

(239) 346-4199

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