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 23, 2011

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):

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))

 

 

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 23, 2011 for the purpose of electing directors and voting on the proposals described below. Each Class III director was elected and each proposal was approved.

     Proposal 1 — Election of Class III Directors:

														Broker
		For				Against				Abstain				Non-Votes
John J. Mahoney			126,039,045				1,782,686				215,157				29,551,618
David F. Walker			125,958,328				1,865,353				213,207				29,551,618
Stephen E. Watson			126,031,144				1,791,599				214,145				29,551,618

     Proposal 2 — Approval of the Chico’s FAS, Inc. Second Amended and Restated 2002 Employee Stock Purchase Plan:

						Broker
For		Against		Abstain		Non-Votes
127,189,586		662,318		184,984		29,551,618

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

						Broker
For		Against		Abstain		Non-Votes
153,617,222		3,650,256		321,028		-0-

     Proposal 4 — Advisory Resolution on Executive Compensation:

						Broker
For		Against		Abstain		Non-Votes
124,641,004		3,307,448		88,436		29,551,618

     Proposal 5— Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:

								Broker
1 year		2 years		3 years		Abstain		Non-Votes
112,842,551		724,134		14,349,325		120,879		29,551,617

In accordance with the recommendation of our Board of Directors and the voting results of the stockholders of Chico’s FAS, Inc. on this advisory proposal, our Board of Directors has adopted a policy to hold annual advisory votes on the compensation of our named executive officers.

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.