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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chicos FAS Inc | NYSE:CHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.59 | 0 | 01:00:00 |
|
FORM 10-K/A
|
(Amendment No. 1)
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Chico’s FAS, Inc.
(Exact name of registrant as specified in charter)
|
|
Florida
|
|
59-2389435
|
(State or other jurisdiction
of incorporation)
|
|
(IRS Employer
Identification No.)
|
|
|
|
11215 Metro Parkway, Fort Myers, Florida
|
|
33966
|
(Address of principal executive offices)
|
|
(Zip code)
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Title of Class
|
|
Name of Exchange on Which Registered
|
Common Stock, Par Value $0.01 Per Share
|
|
New York Stock Exchange
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
(do not check if a smaller reporting company)
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|
Smaller reporting company
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|
o
|
PART III
|
Page
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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|
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PART IV
|
|
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Item 15.
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Exhibits and Financial Statement Schedules
|
|
|
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SIGNATURES
|
|
|
EXHIBIT INDEX
|
|
1
|
As used in this report, all references to “we,” “us,” “our,” and “the Company,” refer to Chico’s FAS, Inc., a Florida corporation, and all of its wholly-owned subsidiaries.
|
Executive Officers
|
|
Age
|
|
Positions
|
|
Years
with the Company |
|
Shelley G. Broader
|
|
52
|
|
|
Chief Executive Officer, President, and Director
|
|
(a)
|
Todd E. Vogensen
|
|
47
|
|
|
Executive Vice President - Chief Financial Officer and
Assistant Corporate Secretary |
|
6
|
Donna M. Colaco
|
|
57
|
|
|
Brand President - White House Black Market
|
|
8
|
Cynthia S. Murray
|
|
58
|
|
|
Brand President - Chico’s
|
|
7
|
Laurie J. Van Brunt
|
|
58
|
|
|
Brand President - Soma
|
|
6
|
Ann E. Joyce
|
|
51
|
|
|
Executive Vice President - Chief Information Officer
|
|
(b)
|
Sean M. McCartney
|
|
46
|
|
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Senior Vice President of Supply Chain and Operations
|
|
2
|
Kristin L. Oliver
|
|
44
|
|
|
Executive Vice President - Chief Human Resources Officer
|
|
(c)
|
Susan S. Lanigan
|
|
54
|
|
|
Executive Vice President - General Counsel
|
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(d)
|
(a)
|
Joined the Company in December 2015.
|
(b)
|
Joined the Company in November 2015.
|
(c)
|
Joined the Company in May 2016.
|
(d)
|
Hired by the Company in May 2016
|
Name
|
|
Fees
Earned or Paid in Cash (1) ($) |
|
Stock
Awards (2) ($) |
|
All Other
Compensation (3) ($) |
|
Total
($) |
||||
David F. Walker
|
|
146,046
|
|
|
130,053
|
|
|
13,320
|
|
|
289,419
|
|
Ross E. Roeder
|
|
108,954
|
|
|
130,053
|
|
|
2,993
|
|
|
242,000
|
|
Verna K. Gibson
|
|
90,000
|
|
|
130,053
|
|
|
14,682
|
|
|
234,735
|
|
John J. Mahoney
|
|
95,000
|
|
|
130,053
|
|
|
17,898
|
|
|
242,951
|
|
Andrea M. Weiss
|
|
82,500
|
|
|
130,053
|
|
|
12,722
|
|
|
225,275
|
|
Stephen E. Watson
|
|
75,000
|
|
|
130,053
|
|
|
56
|
|
|
205,109
|
|
Janice L. Fields
|
|
87,349
|
|
|
130,053
|
|
|
13,229
|
|
|
230,631
|
|
Cynthia A. Fields
|
|
27,814
|
|
|
97,636
|
|
|
—
|
|
|
125,450
|
|
(1)
|
The following table shows the breakdown of the Total Fees Earned or Paid in Cash between the Annual Retainer and the Committee Chair Fees. These fees are paid quarterly, in arrears.
|
Name
|
|
Annual
Retainer Fees ($) |
|
Chair
of the Board and Committee Chair Fees ($) |
|
Total Fees
Earned or Paid in Cash ($) |
|||
David F. Walker
|
|
75,000
|
|
|
71,046
|
|
|
146,046
|
|
Ross E. Roeder
|
|
75,000
|
|
|
33,954
|
|
|
108,954
|
|
Verna K. Gibson
|
|
75,000
|
|
|
15,000
|
|
|
90,000
|
|
John J. Mahoney
|
|
75,000
|
|
|
20,000
|
|
|
95,000
|
|
Andrea M. Weiss
|
|
75,000
|
|
|
7,500
|
|
|
82,500
|
|
Stephen E. Watson
|
|
75,000
|
|
|
—
|
|
|
75,000
|
|
Janice L. Fields
|
|
75,000
|
|
|
12,349
|
|
|
87,349
|
|
Cynthia A. Fields
|
|
25,272
|
|
|
2,542
|
|
|
27,814
|
|
(2)
|
The amounts included in the “Stock Awards” column represent the grant date fair value of restricted equity awards granted to directors in fiscal
2015
, computed in accordance with FASB ASC Topic 718. The grant date fair value for shares/units granted to all non-employee directors (except for Ms. Cynthia Fields) on
June 25, 2015
was
$16.89
per share. The grant date fair value for the stock awards granted to Ms. Cynthia Fields on October 1, 2015 was $15.40 per share. The amounts in this column represent the value of 7,700 shares of restricted stock, the aggregate number of restricted equity awards held by each non-employee director as of January 30, 2016, except for Ms. Cynthia Fields, who forfeited her outstanding restricted equity upon her resignation on February 21, 2016.
|
(3)
|
For Mr. Walker, Ms. Gibson, Mr. Mahoney, Ms. Weiss and Ms. Janice Fields, the amounts in this column primarily represent Company-paid premiums for health insurance coverage. All other amounts included in this column represent the value of associate merchandise discounts during fiscal
2015
.
|
|
MEMBERS OF THE COMPENSATION
AND BENEFITS COMMITTEE
|
|
|
|
John J. Mahoney, Chair
|
|
Janice L. Fields
|
|
Stephen E. Watson
|
|
Andrea M. Weiss
|
Named Executive Officers
|
|
Title
|
David F. Dyer
|
|
Vice Chair; Former President and Chief Executive Officer
(1)
|
Shelley G. Broader
|
|
Chief Executive Officer and President
(1)
|
Todd E. Vogensen
|
|
EVP, Chief Financial Officer and Assistant Corporate Secretary
|
Donna M. Colaco
|
|
Brand President - White House Black Market
|
Cynthia S. Murray
|
|
Brand President - Chico’s
|
Laurie J. Van Brunt
|
|
Brand President - Soma
|
•
|
the execution of a $250 million accelerated share repurchase program,
|
•
|
the increase in the rate of domestic store closures to improve the overall productivity of its store fleet, including the closure of 69 stores in fiscal 2015, and
|
•
|
an organizational realignment to ensure that resources are better aligned with long-term growth initiatives.
|
•
|
announced a new $300 million share repurchase program, under which it repurchased $40 million during the fiscal year, for a total fiscal 2015 share repurchase of $290 million,
|
•
|
announced and completed the sale of the Boston Proper direct-to-consumer business and the closure of Boston Proper stores,
|
•
|
announced the retirement of its current President and Chief Executive Officer, David F. Dyer, and appointed a new Chief Executive Officer and President, Shelley G. Broader,
|
•
|
rolled out a new point-of-sale system throughout our 1,518 store fleet, and
|
•
|
increased the dividend paid from $0.30 to $0.31 per share for fiscal 2015, representing an additional 3.3% increase on top of the 25% increase in the fiscal 2014 dividend per share.
|
Compensation Element
|
|
Objectives and Key Features
|
|
Highlights for Fiscal 2015
|
Base Salary
|
|
— Provide appropriate fixed cash compensation necessary to attract and retain executives
— Reflects position’s relative value in the marketplace, and the executive’s scope and breadth of responsibility and individual contribution
|
|
— In fiscal 2015, base salaries of our NEOs remained unchanged from fiscal 2014 levels, except for Mr. Vogensen, whose salary was increased by $75,000 in order to more closely align his overall compensation with our peer group and the competitive market.
|
Annual Cash Incentive
|
|
— Variable short-term incentive
— Focuses executives on achieving specific annual financial and operating results aligned with our business strategies
— Performance measures are those we believe are key drivers of stockholder value
|
|
— Earned awards for fiscal 2015 were tied to pre-established goals for:
- Total company sales, operating income, and earnings per share (“EPS”) for shared services executives, including our CEO and CFO
- Brand sales, brand contribution, and total company EPS for brand-level executives, including our Brand Presidents
— Based on the Company and each Brand’s performance versus the goals for fiscal 2015, bonuses were earned at 19%-51% of target for each of the named executive officers
— Ms. Broader, whose employment began December 1, 2015, was entitled to a minimum guaranteed bonus of $275,000 for fiscal 2015.
|
Long-Term Equity Incentives
|
|
— Variable long-term incentive
— Links compensation earned to the creation of long-term stockholder value
— Aligns interests of management with those of stockholders
— Supports retention of key talent
|
|
— In fiscal 2015, annual equity awards to the NEOs consisted of approximately a 50/50 mix of time-based restricted stock and performance share units (“PSUs”).
— Restricted stock vests in three equal annual installments, subject to each executive’s continued employment. — PSUs may be earned from 50% to 150% of a target number of units based on our performance against pre-established RONA goals for fiscal 2015. Our actual fiscal 2015 RONA performance resulted in 77% of the target PSUs being earned. One-third of these earned PSUs vested once the performance results were certified, and the remaining two-thirds will vest in two equal installments on each anniversary of the grant date, subject to the executive’s continued employment. |
NEO
1
|
|
% 2015 Pay At-Risk
|
|
David F. Dyer
|
|
90
|
%
|
Todd E. Vogensen
|
|
71
|
%
|
Donna M. Colaco
|
|
77
|
%
|
Cynthia S. Murray
|
|
77
|
%
|
Laurie J. Van Brunt
|
|
75
|
%
|
•
|
Annual Risk Assessment.
We conduct an annual risk assessment of all of our compensation policies and practices. After reviewing the 2015 compensation risk assessment, the Compensation Committee determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.
|
•
|
Stock Ownership Guidelines.
We required senior executives and non-employee directors to maintain meaningful Company stock ownership levels.
|
•
|
No Hedging or Pledging.
NEOs and directors are not permitted to hedge their economic exposures to the Company stock and are also prohibited from trading our stock on margin.
|
•
|
Clawback Agreements.
We have formal compensation clawback agreements for adjustment, cancellation or recovery of incentive awards or payments to the CEO and CFO in the event of a financial restatement.
|
•
|
No Significant Perquisites.
We do not provide significant perquisites or personal benefits to NEOs.
|
•
|
No Supplemental Executive Retirement Plans.
As part of our emphasis on performance-based compensation plans, we do not provide supplemental executive retirement plans or other retirement benefits to the NEOs, other than the tax-qualified 401(k) defined contribution plan available to all employees and our deferred compensation plan to highly compensated employees.
|
•
|
No Excise Tax Gross-Ups.
We do not provide excise tax gross-ups on change-in-control severance payments.
|
•
|
Attract and Retain Talented Executives.
Compensation should reflect the value of the particular job in the marketplace and should be at the levels necessary to attract and retain the high-caliber talent required to lead our Company. We believe these levels are the 50
th
percentile for our corporate NEOs and the 75
th
percentile for our Brand President NEOs when compared to the Compensation Peer Group.
|
•
|
Pay for Performance.
Compensation should reward performance that achieves our strategic and financial objectives and enhances stockholder value.
|
◦
|
Our compensation programs are structured so that if Company performance exceeds target levels, a NEO’s total compensation may similarly exceed target levels. Likewise, where individual performance or Company performance falls short of established goals, the programs will deliver lower levels of compensation.
|
◦
|
Performance-based programs should enable employees to easily understand how their efforts can affect their pay, both directly through individual performance and indirectly through contributing to the Company’s achievement of its overall strategic, financial, and operational goals.
|
•
|
Long-Term Focus and Alignment with Stockholders.
Employees at higher levels should have an increasing portion of their compensation in the form of equity-based incentives, where the ultimate earned value is tied to long-term stockholder value creation.
|
Abercrombie & Fitch Co.
|
Coach, Inc.
|
Guess, Inc.
|
|
|
|
Aeropostale, Inc.
|
DSW, Inc.
|
L Brands, Inc.
|
|
|
|
American Eagle Outfitters, Inc.
|
Express, Inc.
|
The Buckle, Inc.
|
|
|
|
Ann Inc.
|
Finish Line, Inc.
|
The Children’s Place Retail Stores, Inc.
|
|
|
|
Ascena Retail Group, Inc.
|
Foot Locker, Inc.
|
The Gap, Inc.
|
|
|
|
Caleres, Inc.
(formerly Brown Shoe Company, Inc.)
|
Genesco, Inc.
|
Urban Outfitters, Inc.
|
Executive
(2)
|
Performance Measures and Weightings
(1)
|
||||
Total Company Sales
|
Company Operating Income
(3)
|
Company EPS
(4)
|
Brand Sales
|
Brand Contribution
(5)
|
|
David F. Dyer
|
30%
|
30%
|
40%
|
—
|
—
|
Todd E. Vogensen
|
30%
|
40%
|
30%
|
—
|
—
|
Donna M. Colaco
|
—
|
—
|
30%
|
35%
|
35%
|
Cynthia S. Murray
|
—
|
—
|
30%
|
35%
|
35%
|
Laurie J. Van Brunt
|
—
|
—
|
30%
|
35%
|
35%
|
NEO
|
|
Bonus Measure
|
|
Target Financial
Performance
(1)
|
|
Target
Payout
(% of Base Salary)
|
|
Actual
Payout
(% of Base Salary)
|
||
David F. Dyer
|
|
Company EPS
Company Operating Income Total Company Sales |
|
17.8% increase
23.8% increase 6.4% increase |
|
150
|
%
|
|
76
|
%
|
Todd E. Vogensen
|
|
Company EPS
Company Operating Income Total Company Sales |
|
17.8% increase
23.8% increase 6.4% increase |
|
70
|
%
|
|
29
|
%
|
Cynthia S. Murray
|
|
Company EPS
Chico’s Brand Sales Chico’s Brand Contribution |
|
17.8% increase
3.0% increase 8.4% increase |
|
80
|
%
|
|
15
|
%
|
Donna M. Colaco
|
|
Company EPS
WH|BM Brand Sales WH|BM Brand Contribution |
|
17.8% increase
5.6% increase 28.5% increase |
|
80
|
%
|
|
15
|
%
|
Laurie J. Van Brunt
|
|
Company EPS
Soma Brand Sales Soma Brand Contribution |
|
17.8% increase
14.1% increase 60.8% increase |
|
75
|
%
|
|
24
|
%
|
Restricted Stock
1
|
Restricted stock and awards of restricted stock units encourage executives not only to create stockholder value, but also to preserve value. In other words, restricted stock has both upside potential and downside risk. The Compensation Committee grants restricted stock to further align the interests of management and stockholders and to facilitate the retention of key talent.
Approximately 50% of each NEO’s target equity opportunity in fiscal 2015 was granted in the form of restricted stock. These share awards generally vest in equal annual amounts over a three-year period from the date of grant, but the Compensation Committee sometimes provides for other vesting schedules, as appropriate. Restricted stock awards are considered participating securities, and recipients have the right to receive dividends on the awards during the vesting period.
|
Performance Share Units
1
(“PSUs”)
|
PSUs tie equity compensation earned to the achievement of corporate performance objectives. PSUs are earned based on financial achievements, as well as continued service. That is, assuming the eligible employees remain employed, they will only earn the performance shares if the Company achieves the designated performance goal. Because the performance goal requires improved overall financial performance over time, PSUs align our executives’ interests with our stockholders’ interest.
Approximately 50% of each NEOs target equity opportunity in fiscal 2015 was in the form of PSUs. From 50% to 150% of the targeted number of PSUs may be earned, based on the Company’s fiscal 2015 return on net assets (“RONA”) versus challenging goals pre-established by the Compensation Committee. RONA is defined as (a) net income divided by (b) net working capital less cash and marketable securities plus fixed assets. We exclude from the RONA calculation significant one-time items that were not anticipated at the time the RONA goal was established. The Compensation Committee specifically selected RONA as the sole metric for the PSUs because it not only measures profitability, but also the efficient use of our assets.
Actual RONA achieved in fiscal 2015 resulted in 77% of target shares being earned.
One-third of the earned shares vested upon the Compensation Committee’s certification of the RONA achieved, and the other two-thirds will vest in two equal installments on the second and third anniversaries of the grant date.
|
•
|
Ms. Broader’s ongoing direct compensation opportunity includes an annual base salary of $1,100,000, eligibility to participate in the Company’s annual bonus program with a target bonus of 150% of base salary, and a target long-term equity incentive award with a grant date fair value of $6.5 million.
|
•
|
Ms. Broader’s annual bonus would be contingent upon the achievement of the same performance goals applicable to other Chico’s executives as established each year by the Compensation Committee, with the opportunity to earn from 0 to 175% of the target. For fiscal 2015, Ms. Broader was guaranteed a minimum bonus of $275,000 (which approximates a prorated target bonus for the time she worked for the Company during fiscal 2015). Her 2016 bonus is also guaranteed at a minimum of $1,375,000.
|
•
|
The annual equity award was granted at the same time and in the same approximate 50/50 mix between restricted stock and PSUs with the same terms as the 2016 annual equity awards for other executives.
|
•
|
To replace compensation that Ms. Broader forfeited and to cover certain costs she incurred in connection with leaving her former employer, she was also awarded a $1,030,000 cash sign-on bonus, and a sign-on grant of restricted stock with a fair market value of $3,000,000. Ms. Broader must repay all or a portion of the cash sign-on bonus if she voluntarily resigns from the Company within 24 months of her start date. The restricted shares vest 25% on each of the first and second anniversaries of the grant date with the remaining 50% vesting on the third anniversary.
|
•
|
Ms. Broader participates in the Company’s Executive Severance Plan, under which if her employment is terminated at any time without good cause, she would be entitled to receive continuation of base salary for 24 months, among other benefits.
|
Name and Principal
Position |
|
Fiscal
Year Ended |
|
Salary
(1) ($) |
|
Bonus
(2) ($) |
|
Stock
Awards (3) (4) (5) ($) |
|
Option
Awards ($) |
|
Non-Equity
Incentive Plan Compensation (6) ($) |
|
Change in
Nonqualified Deferred Compensation Earnings ($) |
|
All Other
Compensation (7) ($) |
|
Total
(8) ($) |
||||||||
David F. Dyer,
|
|
1/30/2016
|
|
804,983
|
|
|
—
|
|
|
6,625,147
|
|
|
—
|
|
|
606,926
|
|
|
—
|
|
|
157,827
|
|
|
8,194,883
|
|
President and Chief Executive
Officer |
|
1/31/2015
|
|
950,000
|
|
|
—
|
|
|
6,625,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,159
|
|
|
7,597,292
|
|
2/1/2014
|
|
950,000
|
|
|
—
|
|
|
5,600,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,035
|
|
|
6,561,227
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shelley G. Broader,
|
|
1/30/2016
|
|
190,385
|
|
|
275,000
|
|
|
3,000,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,605
|
|
|
3,479,105
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Todd E. Vogensen,
|
|
1/30/2016
|
|
470,673
|
|
|
—
|
|
|
800,297
|
|
|
—
|
|
|
137,732
|
|
|
—
|
|
|
9,041
|
|
|
1,417,743
|
|
Executive Vice President-Chief Financial Officer and Asst. Corporate Secretary
|
|
1/31/2015
|
|
373,750
|
|
|
—
|
|
|
288,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,178
|
|
|
669,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cynthia S. Murray,
|
|
1/30/2016
|
|
725,000
|
|
|
—
|
|
|
1,800,030
|
|
|
—
|
|
|
107,313
|
|
|
—
|
|
|
15,939
|
|
|
2,648,282
|
|
Brand President- Chico’s
|
|
1/31/2015
|
|
725,000
|
|
|
—
|
|
|
1,360,094
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,604
|
|
|
2,098,698
|
|
|
2/1/2014
|
|
725,000
|
|
|
—
|
|
|
2,996,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,848
|
|
|
3,732,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Donna M. Colaco,
|
|
1/30/2016
|
|
725,000
|
|
|
—
|
|
|
1,800,030
|
|
|
—
|
|
|
107,313
|
|
|
—
|
|
|
10,582
|
|
|
2,642,925
|
|
Brand President-
White House Black Market |
|
1/31/2015
|
|
725,000
|
|
|
—
|
|
|
1,360,094
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,042
|
|
|
2,102,136
|
|
2/1/2014
|
|
725,000
|
|
|
—
|
|
|
2,996,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,889
|
|
|
3,730,043
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Laurie J. Van Brunt,
|
|
1/30/2016
|
|
525,000
|
|
|
—
|
|
|
1,200,263
|
|
|
—
|
|
|
126,602
|
|
|
—
|
|
|
22,791
|
|
|
1,874,656
|
|
Brand President- Soma
|
|
1/31/2015
|
|
525,000
|
|
|
—
|
|
|
884,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,049
|
|
|
1,420,325
|
|
|
2/1/2014
|
|
525,000
|
|
|
—
|
|
|
1,488,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,561
|
|
|
2,087,631
|
|
(1)
|
In fiscal
2015
, Mr. Dyer, Mr. Vogensen, Ms. Colaco, Ms. Murray and Ms. Van Brunt contributed a portion of his or her compensation to the Company’s 401(k) savings plan. For Mr. Dyer, of the
$804,983
included in this column for fiscal 2015, $13,750 is related to director fees.
|
(2)
|
The amounts in this column consist of a guaranteed bonus paid to Ms. Broader in fiscal 2015 totaling $275,000.
|
(3)
|
The amounts included in the “Stock Awards” column for fiscal
2015
, fiscal
2014
, and fiscal
2013
represent the aggregate grant date fair value of restricted stock, performance shares and performance share units granted in each year presented in the table (excluding any estimated amount for forfeitures related to service-based vesting conditions) in accordance with authoritative guidance, and does not correspond to the Company’s accounting expense for these awards. For a discussion of the valuation of stock awards, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
January 30, 2016
(fiscal
2015
). See the Grants of Plan-Based Awards Table for information on restricted stock granted in fiscal
2015
. The amounts included in the “Stock Awards” column includes the grant date fair value of PSUs that were not fully earned in fiscal 2015 because the Company’s RONA was below target, and the grant date fair value of PSUs that were canceled in full in fiscal 2014 and 2013 because the RONA threshold was not met in either fiscal year.
|
(4)
|
The amounts included in the “Stock Awards” column for fiscal
2015
, fiscal
2014
, and fiscal
2013
for performance shares and performance share units assume achievement at target. The maximum payout achievable was 150% of target in fiscal 2015 and 2014 and 125% of target in fiscal 2013.
|
(5)
|
The actual amounts that the NEOs will be able to realize from these equity awards will depend on a number of factors including the Company’s actual operating performance, stock price, the vesting terms of the award and the
|
(6)
|
The amounts in this column consist of annual incentive bonus payments earned by each of the NEOs earned based on company performance in fiscal
2015
, fiscal
2014
and fiscal
2013
. See “Compensation Discussion and Analysis–Annual Cash Incentive Bonuses.” Amounts earned with respect to the respective fiscal year are accrued as expenses in such fiscal year, even though a portion of such bonuses were computed and paid following the end of the respective fiscal year.
|
(7)
|
The amounts in this column consist of the Company’s matching contributions to its 401(k) savings plan on behalf of the NEOs, group term life and disability insurance premiums paid by the Company on behalf of the NEOs, supplemental executive disability premiums paid by the Company on behalf of the NEOs, expenses related to the Company’s executive wellness program, relocation expenses during the fiscal year, if applicable, consulting fees and termination expenses during the fiscal year, if applicable. For Mr. Dyer, of the
$157,827
included in this column for fiscal 2015, $147,500 related to consulting services Mr. Dyer provided to the Company.
|
(8)
|
The disclosure rules require inclusion of the target grant date fair value of performance share units even though the awards were not fully vested in fiscal 2015 and were canceled in full in fiscal 2014. Compensation NEOs earned based on our actual performance in fiscal 2015 was as follows: Mr. Dyer:
$7,432,991
, Ms. Broader:
$3,479,105
, Mr. Vogensen:
$1,325,709
, Ms. Colaco:
$2,435,922
, Ms. Murray:
$2,441,279
and Ms. Van Brunt:
$1,736,626
. Compensation NEOs earned based on our actual performance in fiscal 2014 was as follows: Mr. Dyer:
$4,284,726
, Mr. Vogensen:
$575,074
, Ms. Colaco:
$1,422,089
, Ms. Murray:
$1,418,651
and Ms. Van Brunt:
$978,187
.
|
|
|
Grant Date
|
|
Compensation
Committee Action Date |
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (1) |
|
Estimated Future
Payouts Under Equity Incentive Plan Awards (2) |
|
All Other
Stock Awards: Number of Shares of Stock or Units (3) (#) |
|
Grant
Date Fair Value of Stock Awards (4) ($) |
||||||||||||||||
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||||||
David F. Dyer
|
|
N/A
|
|
N/A
|
|
356,250
|
|
|
1,425,000
|
|
|
2,493,750
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
90,855
|
|
|
181,710
|
|
|
272,565
|
|
|
|
|
3,312,573
|
|
||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181,710
|
|
|
3,312,573
|
|
||||||
Shelley G. Broader
|
|
N/A
|
|
N/A
|
|
|
|
|
275,000
|
|
|
481,250
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
December 1, 2015
|
|
October 26, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246,720
|
|
|
3,000,115
|
|
||||||
Todd E. Vogensen
|
|
N/A
|
|
N/A
|
|
82,368
|
|
|
329,471
|
|
|
576,574
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
10,975
|
|
|
21,950
|
|
|
32,925
|
|
|
|
|
400,149
|
|
||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,950
|
|
|
400,149
|
|
||||||
Donna M. Colaco
|
|
N/A
|
|
N/A
|
|
145,000
|
|
|
580,000
|
|
|
1,015,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
24,685
|
|
|
49,370
|
|
|
74,055
|
|
|
|
|
900,015
|
|
||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,370
|
|
|
900,015
|
|
||||||
Cynthia S. Murray
|
|
N/A
|
|
N/A
|
|
145,000
|
|
|
580,000
|
|
|
1,015,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
24,685
|
|
|
49,370
|
|
|
74,055
|
|
|
|
|
900,015
|
|
||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,370
|
|
|
900,015
|
|
||||||
Laurie J. Van Brunt
|
|
N/A
|
|
N/A
|
|
98,438
|
|
|
393,750
|
|
|
689,063
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
16,460
|
|
|
32,920
|
|
|
49,380
|
|
|
|
|
600,132
|
|
||||
|
|
March 2, 2015
|
|
February 23, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,920
|
|
|
600,132
|
|
(1)
|
These columns show the range of aggregate payouts targeted for fiscal
2015
performance under the Chico’s FAS, Inc. Cash Bonus Incentive Plan as described in the section titled “Annual Cash Incentive Bonuses” in the Compensation Discussion and Analysis. The Threshold amount represents the aggregate amount that would have been payable to the executive officer if the Company had achieved just the minimum performance level for each of the performance measures applicable to the particular executive officer for the fiscal year. The Target amount represents the amount that would have been payable to the executive officer if the Company had achieved the targeted performance level for each of the performance measures applicable to the particular executive officer for the fiscal year. The Maximum amount represents the amount that would have been payable to the executive officer if the Company had achieved the maximum performance level for each of the performance measures applicable to the particular executive officer for the fiscal year. Pursuant to the Cash Bonus Incentive Plan, performance for fiscal
2015
was below the target level for each NEO’s respective performance measures, except for Ms. Broader, as more particularly described in the section titled “Annual Cash Incentive Bonuses” in the Compensation Discussion and Analysis. As a result, bonuses were paid at less than target for fiscal
2015
performance for these NEOs, as shown in the Summary Compensation Table in
|
(2)
|
These columns include performance-based awards granted in fiscal
2015
under the 2012 Omnibus Plan. For Mr. Dyer, Mr. Vogensen, Ms. Colaco, Ms. Murray, and Ms. Van Brunt, these columns include amounts for PSUs pursuant to which each of Mr. Dyer, Mr. Vogensen, Ms. Colaco, Ms. Murray, and Ms. Van Brunt were eligible to earn shares, contingent upon the achievement of certain levels of the Company’s RONA in fiscal
2015
. Any shares earned based on the achievement of such goals will vest over three years from the date of grant. Based on the Company’s performance in fiscal
2015
, the Company achieved less than the RONA target, resulting in the forfeiture of 23% of PSUs granted.
|
(3)
|
This column includes restricted stock granted under the 2012 Omnibus Plan. Restricted stock awards have no express performance criteria other than continued employment (with limited exceptions for termination of employment due to death, disability, retirement, and change in control). However, restricted stock has an implicit performance criterion because the higher the Company’s stock price, the greater the value of the restricted stock award.
|
(4)
|
The amounts in this column represent the aggregate grant date fair value of each award, computed in accordance with accounting guidance. For PSUs, the amount shown is based on the probable outcome at the time of grant, which was target. However, based on the Company’s actual performance in fiscal 2015, actual RONA was below target, resulting in forfeiture of 23% of the target PSUs granted. For a discussion of the valuation of stock awards, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended
January 30, 2016
(fiscal
2015
).
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
|
|
Number of
Securities Underlying Unexercised Options (#) |
|
Number of
Securities Underlying Unexercised Options (#) |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock That Have Not Vested (1) (#) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) (#) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||
Name
(4) |
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
David F. Dyer
|
|
10,000
|
|
|
—
|
|
|
|
|
20.17
|
|
|
3/5/2017
|
|
|
—
|
|
|
—
|
|
|
181,710
|
|
|
1,887,967
|
|
|
|
10,000
|
|
|
—
|
|
|
|
|
24.58
|
|
|
6/26/2017
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||
Shelley G. Broader
|
|
|
|
|
|
|
|
|
|
|
|
246,720
|
|
|
2,563,421
|
|
|
—
|
|
|
—
|
|
||||
Todd E. Vogensen
|
|
1,667
|
|
|
—
|
|
|
|
|
14.60
|
|
|
11/19/2019
|
|
|
807
|
|
|
8,385
|
|
|
21,950
|
|
|
228,061
|
|
|
|
1,667
|
|
|
—
|
|
|
|
|
13.78
|
|
|
2/25/2020
|
|
|
3,800
|
|
|
39,482
|
|
|
|
|
|
||
|
|
2,000
|
|
|
—
|
|
|
|
|
13.69
|
|
|
2/24/2021
|
|
|
3,894
|
|
|
40,459
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
21,950
|
|
|
228,061
|
|
|
|
|
|
||||||
Donna M. Colaco
|
|
30,000
|
|
|
—
|
|
|
|
|
14.86
|
|
|
9/7/2017
|
|
100,000
|
|
|
1,039,000
|
|
|
49,370
|
|
|
512,954
|
|
|
|
|
30,000
|
|
|
—
|
|
|
|
|
13.78
|
|
|
2/25/2020
|
|
12,777
|
|
|
132,753
|
|
|
|
|
|
|||
|
|
55,000
|
|
|
—
|
|
|
|
|
13.69
|
|
|
2/24/2021
|
|
27,460
|
|
|
285,309
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
49,370
|
|
|
512,954
|
|
|
|
|
|
||||||
Cynthia S. Murray
|
|
30,000
|
|
|
—
|
|
|
|
|
13.78
|
|
|
2/25/2020
|
|
|
100,000
|
|
|
1,039,000
|
|
|
49,370
|
|
|
512,954
|
|
|
|
55,000
|
|
|
—
|
|
|
|
|
13.69
|
|
|
2/24/2021
|
|
|
12,777
|
|
|
132,753
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
27,460
|
|
|
285,309
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
49,370
|
|
|
512,954
|
|
|
|
|
|
||||||
Laurie J. Van Brunt
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|
831,200
|
|
|
32,920
|
|
|
342,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
519,500
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
6,290
|
|
|
65,353
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
17,854
|
|
|
185,503
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
32,920
|
|
|
342,039
|
|
|
|
|
|
(1)
|
All restricted stock vests at the rate of 33-1/3% per year beginning on the one-year anniversary of the date of grant with the exception of the following grants:
|
a.
|
100,000
unvested shares for Ms. Colaco and Ms. Murray and 80,000 unvested shares for Ms. Van Brunt, which vest over a five-year period from the date of grant with 20% vesting on the three-year anniversary of the date of grant, 20% vesting on the four-year anniversary of the date of grant and 60% vesting on the five-year anniversary of the date of grant.
|
b.
|
246,720
unvested shares for Ms. Broader which vest over a three-year period from the date of grant with 25% vesting on each of the first anniversary and the second anniversary of the date of grant and 50% vesting on the third anniversary of the date of grant.
|
(2)
|
Awards in this column represent the target number of performance-based restricted stock units that were not yet vested as of
January 30, 2016
. The actual number of shares earned based on fiscal 2015 RONA was 77% of the target number. These stock units vest at a rate of 33-1/3% per year beginning on the one-year anniversary of the date of grant if earned based on performance.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares
Acquired on Exercise (#) |
|
Value Realized on
Exercise ($) |
|
Number of Shares
Acquired on Vesting (#) |
|
Value Realized on
Vesting ($) |
||||
David F. Dyer
|
|
—
|
|
|
—
|
|
|
593,484
|
|
|
8,547,395
|
|
Todd E. Vogensen
|
|
—
|
|
|
—
|
|
|
6,651
|
|
|
117,702
|
|
Donna M. Colaco
|
|
—
|
|
|
—
|
|
|
153,874
|
|
|
2,499,871
|
|
Cynthia S. Murray
|
|
68,000
|
|
|
938,152
|
|
|
162,208
|
|
|
2,650,467
|
|
Laurie J. Van Brunt
|
|
70,000
|
|
|
359,698
|
|
|
53,717
|
|
|
972,208
|
|
Name
|
|
Executive Contributions in Last Fiscal Year (1) ($)
|
|
Registrant Contributions in Last Fiscal Year (2) ($)
|
|
Aggregate Earnings (Losses) in Last Fiscal Year ($)
|
|
Aggregate Withdrawals/Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year-End (3) ($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
David F. Dyer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Shelley G. Broader
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Todd E. Vogensen
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cynthia S. Murray
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Donna M. Colaco
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Laurie J. Van Brunt
|
|
31,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222,850
|
|
(1)
|
For Ms. Van Brunt, the amount shown in this column represents the deferral of a portion of her annual salary in fiscal 2015. The portion deferred is reflected as part of Ms. Van Brunt's annual salary reported in the Summary Compensation Table.
|
(2)
|
The Company may make contributions on behalf of its executive officers to the Deferred Plan. To date, no Company contributions have been made under the Deferred Plan nor has the Company paid above market earnings on accounts under the Deferred Plan.
|
(3)
|
The aggregate balances shown above represent amounts that NEOs earned but elected to defer, plus earnings (or losses), if applicable. Deferred amounts have previously been reported as compensation in the Summary Compensation Table contained in the Compensation Discussion & Analysis for the year in which such deferred amounts were earned. Account balances may be invested in phantom investments selected by the executive from an array of investment options. The array changes from time to time; as of January 30, 2016, participants could choose among several different investments, including domestic and international equity, income, short-term investment, and blended-fund investment. The participants are not being offered and thus cannot choose a Company stock fund.
|
|
—
|
|
A cash payment equal to 12 months of the senior executive’s annual base salary (24 months for the Chief Executive Officer).
|
|
—
|
|
A cash payment equal to the senior executive’s prorated bonus, if earned, for the year in which the termination occurs.
|
|
—
|
|
For executives other than the Chief Executive Officer, provided that the senior executive is enrolled in health care coverage under applicable law, the Company will fully subsidize the COBRA premium cost for a period of up to 12 months. The Chief Executive Officer will receive a cash lump sum payment equal to the aggregate COBRA healthcare plan premium costs over the severance period.
|
|
—
|
|
Reimbursement for documented outplacement assistance expenses incurred during the 12 months following the qualifying termination of employment.
|
|
—
|
|
Release from any obligation to otherwise repay any sign-on bonus or relocation benefit.
|
Name and Termination Scenarios
|
|
Cash
Severance (1) $ |
|
Equity
(2) $ |
|
Health
Benefits (3) $ |
|
Other
Benefits (4) $ |
|
Excise Tax
Gross Up $ |
|
Total
$ |
|||||
Shelley G. Broader
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
w/o Good Reason (Voluntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
w/ Good Reason (Voluntary)
|
|
2,200,000
|
|
|
—
|
|
|
33,538
|
|
|
—
|
|
|
N/A
|
|
2,233,538
|
|
For Good Cause (Involuntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
Death or Disability (Involuntary)
|
|
—
|
|
|
2,563,421
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
2,563,421
|
|
w/o Good Cause (Involuntary)
|
|
2,200,000
|
|
|
—
|
|
|
33,538
|
|
|
21,000
|
|
|
N/A
|
|
2,254,538
|
|
Change in Control
|
|
2,200,000
|
|
|
2,563,421
|
|
|
33,538
|
|
|
21,000
|
|
|
N/A
|
|
4,817,959
|
|
Todd E. Vogensen
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
w/o Good Reason (Voluntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
w/ Good Reason (Voluntary)
|
|
612,732
|
|
|
—
|
|
|
17,081
|
|
|
—
|
|
|
N/A
|
|
629,813
|
|
For Good Cause (Involuntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
Death or Disability (Involuntary)
|
|
—
|
|
|
544,446
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
544,446
|
|
w/o Good Cause (Involuntary)
|
|
612,732
|
|
|
—
|
|
|
17,081
|
|
|
21,000
|
|
|
N/A
|
|
650,813
|
|
Change in Control
|
|
612,732
|
|
|
544,446
|
|
|
17,081
|
|
|
21,000
|
|
|
N/A
|
|
1,195,259
|
|
Donna M. Colaco
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
w/o Good Reason (Voluntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
w/ Good Reason (Voluntary)
|
|
832,313
|
|
|
—
|
|
|
11,952
|
|
|
—
|
|
|
N/A
|
|
844,265
|
|
For Good Cause (Involuntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
Death or Disability (Involuntary)
|
|
—
|
|
|
2,482,971
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
2,482,971
|
|
w/o Good Cause (Involuntary)
|
|
832,313
|
|
|
—
|
|
|
11,952
|
|
|
21,000
|
|
|
N/A
|
|
865,265
|
|
Change in Control
|
|
832,313
|
|
|
2,482,971
|
|
|
11,952
|
|
|
21,000
|
|
|
N/A
|
|
3,348,236
|
|
Cynthia S. Murray
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
w/o Good Reason (Voluntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
w/ Good Reason (Voluntary)
|
|
832,313
|
|
|
—
|
|
|
12,340
|
|
|
—
|
|
|
N/A
|
|
844,653
|
|
For Good Cause (Involuntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
Death or Disability (Involuntary)
|
|
—
|
|
|
2,482,971
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
2,482,971
|
|
w/o Good Cause (Involuntary)
|
|
832,313
|
|
|
—
|
|
|
12,340
|
|
|
21,000
|
|
|
N/A
|
|
865,653
|
|
Change in Control
|
|
832,313
|
|
|
2,482,971
|
|
|
12,340
|
|
|
21,000
|
|
|
N/A
|
|
3,348,624
|
|
Laurie J. Van Brunt
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||
w/o Good Reason (Voluntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
w/ Good Reason (Voluntary)
|
|
651,602
|
|
|
—
|
|
|
17,081
|
|
|
—
|
|
|
N/A
|
|
668,683
|
|
For Good Cause (Involuntary)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
Death or Disability (Involuntary)
|
|
—
|
|
|
2,285,634
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
2,285,634
|
|
w/o Good Cause (Involuntary)
|
|
651,602
|
|
|
—
|
|
|
17,081
|
|
|
21,000
|
|
|
N/A
|
|
689,683
|
|
Change in Control
|
|
651,602
|
|
|
2,285,634
|
|
|
17,081
|
|
|
21,000
|
|
|
N/A
|
|
2,975,317
|
|
(1)
|
The cash severance associated with any termination other than Change in Control is to be paid as income continuation, but is shown in the aggregate and not as a discounted present value. For Mr. Vogensen, Ms. Colaco, Ms. Murray and Ms. Van Brunt the cash severance associated with termination includes 12 months of salary and Cash Bonus Incentive Plan based on the Company’s performance for
2015
. For Ms. Broader, the cash severance associated with termination includes 24 months of salary and excludes the guaranteed cash bonus as part of her employment agreement dated October 26, 2015.
|
(2)
|
Equity value for vesting of restricted stock and PSUs assumes a value of $10.39/share, which equals the Company’s stock price at the end of the
2015
fiscal year. Stock option value assumes immediate exercise at $10.39/share at termination. There were no outstanding stock options with an exercise price lower than $10.39 as of the end of the 2015 fiscal year. In accordance with the grant agreements pursuant to the Company’s 2012 Omnibus Plan, stock options and outstanding equity grants become 100% vested in the event of death, disability or change in control, as these events are defined. The Company determined that it was appropriate to include amounts related to the potential accelerated vesting of restricted stock in this table to provide a comprehensive view of total payments upon termination for death, disability or change in control.
|
(3)
|
For Ms. Broader, Mr. Vogensen, Ms. Colaco, Ms. Murray and Ms. Van Brunt, health benefits represent an estimate using monthly COBRA costs over their respective period of income continuation, but is shown in the aggregate and not as a discounted present value.
|
(4)
|
Represents an estimate of maximum outplacement assistance.
|
Directors/Executive Officers
|
|
Current Beneficial
Holdings (1)(2) |
|
|
|
Shares Subject to
Options (3) |
|
Total Beneficial
Ownership (1) |
|
Percent of
Class (4) |
David F. Dyer
|
|
714,328
|
|
|
|
20,000
|
|
734,328
|
|
*
|
Shelley G. Broader
|
|
505,690
|
|
|
|
—
|
|
505,690
|
|
*
|
Todd E. Vogensen
|
|
85,640
|
|
|
|
5,334
|
|
90,974
|
|
*
|
Cynthia S. Murray
|
|
446,973
|
|
|
|
85,000
|
|
531,973
|
|
*
|
Donna M. Colaco
|
|
334,213
|
|
|
|
115,000
|
|
449,213
|
|
*
|
Laurie J. Van Brunt
|
|
291,792
|
|
|
|
—
|
|
291,792
|
|
*
|
David F. Walker
|
|
78,683
|
|
|
|
20,000
|
|
98,683
|
|
*
|
Ross E. Roeder
|
|
178,083
|
|
|
|
20,000
|
|
198,083
|
|
*
|
Verna K. Gibson
|
|
724,266
|
|
(5)
|
|
20,000
|
|
744,266
|
|
*
|
John J. Mahoney
|
|
84,683
|
|
|
|
10,000
|
|
94,683
|
|
*
|
Andrea M. Weiss
|
|
59,729
|
|
|
|
—
|
|
59,729
|
|
*
|
Stephen E. Watson
|
|
45,846
|
|
|
|
—
|
|
45,846
|
|
*
|
Janice L. Fields
|
|
23,320
|
|
|
|
—
|
|
23,320
|
|
*
|
Bonnie R. Brooks
|
|
—
|
|
|
|
—
|
|
—
|
|
*
|
William S. Simon
|
|
—
|
|
|
|
—
|
|
—
|
|
*
|
All Directors and Executive Officers as a Group (19 persons)
|
|
3,644,151
|
|
|
|
295,334
|
|
3,939,485
|
|
3.0%
|
*
|
Less than one percent
|
(1)
|
For purposes of this table, a person is deemed to be the beneficial owner of shares under applicable SEC rules, if she or he (a) has or shares voting power or dispositive power with respect to such shares, or (b) has the right to acquire ownership of such shares within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares. Except as otherwise indicated, all shares are held with sole voting and investment power.
|
(2)
|
The shares listed also include restricted stock which has not yet vested and which is subject to forfeiture as follows: Ms. Broader,
246,720
; Mr. Vogensen,
30,451
; Ms. Colaco,
189,607
; Ms. Murray,
189,607
; Ms. Van Brunt
187,064
, Mr. Roeder,
7,700
; Ms. Gibson,
7,700
; Mr. Walker, 7,700; Mr. Mahoney,
7,700
; Ms. Weiss,
7,700
; Mr. Watson,
7,700
; and Ms. Fields,
7,700
.
|
(3)
|
Represents shares that may be acquired currently or within sixty days after May 16, 2016 through the exercise of stock options. As of May 16, 2016, no shares subject to options outstanding were in-the-money.
|
(4)
|
In calculating the percentage ownership for a given individual or group, the number of shares of common stock outstanding includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.
|
(5)
|
Includes 135,069 shares owned by Ms. Gibson’s husband, 125,000 shares owned by Ms. Gibson’s grantor trusts, 125,000 shares owned by the grantor trusts of Ms. Gibson’s husband, and 100,000 shares owned by Ms. Gibson’s IRA. Also includes 6,000 shares held by a trust for the benefit of one grandchild of which Ms. Gibson’s husband is the trustee, 6,000 shares held by a separate trust for the benefit of another grandchild of which Ms. Gibson’s husband is the trustee, 7,970 shares held by a separate trust for the benefit of another grandchild of which Ms. Gibson’s husband is the trustee. Ms. Gibson disclaims beneficial ownership of the aggregate 19,970 shares held in these trusts for the grandchildren. 151,710 shares directly owned by Ms. Gibson are subject to a pledge as security for real estate.
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial
Ownership (1) |
|
|
|
Percent of
Class |
BlackRock, Inc.
55 East 52nd Street New York, NY 10022 |
|
12,016,575
|
|
(2)
|
|
9.1%
|
Wellington Management Group, LLP
280 Congress Street Boston, MA 02210 |
|
10,725,503
|
|
(3)
|
|
8.1%
|
T. Rowe Price Associates
100 E. Pratt Street Baltimore, MD 21202 |
|
9,834,400
|
|
(4)
|
|
7.4%
|
The Vanguard Group.
100 Vanguard Blvd. Malvern, PA 19355 |
|
9,547,141
|
|
(5)
|
|
7.2%
|
(1)
|
The ownership information set forth herein is based in its entirety on the material contained in Schedules 13F filed with the SEC on May 10, 2016 by BlackRock, Inc. and its affiliates (collectively, “BlackRock”). As reported in such filings, such shares are owned as follows: (i)
12,016,575
shares held by BlackRock with respect to which it has sole investment power and (ii) 11,633,923 shares of which it has sole voting power.
|
(2)
|
The ownership information set forth herein is based in its entirety on the material contained in Schedule 13F filed with the SEC on May 13, 2016 by Wellington Management Group, LLP (“Wellington”). As reported in such filing, such shares are owned as follows: (i)
10,725,503
shares held by Wellington with respect to which it has shared investment power, and (ii) 7,423,473 shares of which it has shared voting power.
|
(3)
|
The ownership information set forth herein is based in its entirety on the material contained in Schedule 13F filed with the SEC on May 16, 2016 by T. Rowe Price Associates, Inc. (“T. Rowe Price”) As reported in such filing, such shares are owned as follows: (i)
9,834,400
shares held by T. Rowe Price with respect to which it has sole investment power, and (ii) 1,733,900 shares to which it has sole voting power.
|
(4)
|
The ownership information set forth herein is based in its entirety on the material contained in Schedule 13F filed with the SEC on May 13, 2016 by The Vanguard Group, (“Vanguard”). As reported in such filing, such shares are owned as follows: (i) 9,247,806 shares held by Vanguard with respect to which it has sole investment power, (ii) 299,335 shares to which it has shared investment power, (iii) 295,135 shares to which it has sole voting power, and (iv) 12,600 shares to which it has shared voting power.
|
|
—
|
|
The director is or has been within the last three years an employee of the Company.
|
|
—
|
|
An immediate family member of the director is or has been within the last three years an executive officer of the Company.
|
|
—
|
|
The director has received more than $120,000 in direct compensation from the Company during any twelve-month period within the last three years. This excludes director and committee fees or other forms of deferred compensation for prior service.
|
|
—
|
|
An immediate family member of the director has received more than $120,000 in direct compensation from the Company (excluding for purposes of this computation any direct compensation received as an employee of the Company (other than an executive officer)) during any twelve month period within the last three years.
|
|
—
|
|
The director or an immediate family member of the director is a current partner of the Company’s internal or external auditor.
|
|
—
|
|
The director is a current employee of the Company’s internal or external auditor.
|
|
—
|
|
An immediate family member of the director is a current employee of the Company’s internal or external auditor and works in the auditor’s audit, assurance, or tax compliance practice.
|
|
—
|
|
Within the last three years, the director or immediate family member of the director was a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit.
|
|
—
|
|
The director or immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on the other company’s compensation committee.
|
|
—
|
|
The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payment to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of the other company’s consolidated gross revenues.
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||
Audit Fees
|
|
$
|
1,315,000
|
|
|
$
|
1,145,000
|
|
Audit-Related Fees
|
|
1,995
|
|
|
1,995
|
|
||
Tax Fees
|
|
375,708
|
|
|
223,498
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
By:
|
/s/ Shelley G. Broader
|
Shelley G. Broader
|
|
Chief Executive Officer, President and Director
|
Exhibit Number
|
|
Description
|
31.3
|
|
Certification of CEO Pursuant to Rule 13a14(a) under the Exchange Act
|
|
|
|
31.4
|
|
Certification of CFO Pursuant to Rule 13a-14(a) under the Exchange Act
|
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