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): March 3, 2008
Chico’s FAS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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| 0-21258
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59-2389435 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 11215 Metro Parkway, Fort Myers, Florida
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33966 |
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| (Address of Principal Executive Offices)
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(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
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2008, Chico’s FAS, Inc. (the “Company”) entered into separate Participation
Agreements, commonly referred to as “clawback” agreements, with its Chairman, President and Chief
Executive Officer, its Chief Financial Officer and its Chief Accounting Officer (each a
“Participant”). Subject to the terms of the Participation Agreements, each Participant is required
to reimburse the Company for incentive compensation previously paid to the Participant under any of
the Company’s executive bonus programs if within two years from the date of payment of such
incentive compensation, the Company is required to prepare an accounting restatement due to
material noncompliance of the Company with any then applicable financial reporting requirement
under the securities laws as a result of misconduct by the Participant and/or gross negligence by
the Participant in failing to prevent the misconduct or if the Participant is otherwise subject to
automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.
The foregoing description of the Participation Agreements is not complete and is qualified in
its entirety by reference to the full text of such agreement.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit 10.1 Participation Agreement between the Company and Scott A. Edmonds
Exhibit 10.2 Participation Agreement between the Company and Kent A. Kleeberger
Exhibit 10.3 Participation Agreement between the Company and Michael J. Kincaid
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