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 20, 2006
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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33912 |
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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))
Item 1.01. Entry into a Material Definitive Agreement
On June 20, 2006, the Board of Directors (the “Board”) of Chico’s FAS, Inc. (the “Company”)
amended its 2002 Omnibus Stock and Incentive Plan (the “Omnibus Plan”) to change the vesting
provisions of the Company’s automatic grants of stock options to non-employee directors upon their
initial appointment to the Board and to non-employee directors who are either reelected or continue
as a member of the Board after the adjournment of the annual meeting of shareholders.
Previously, under the Omnibus Plan, the automatic grants to non-employee directors described
above became exercisable on the last to occur of six months from the date of grant or the
completion of the non-employee director’s first one term-year as a member of the Board. The
Omnibus Plan, as amended, will provide that such automatic grants to non-employee directors shall
become exercisable in equal 1/3 amounts beginning on the first anniversary of the date of grant.
The amendment is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
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Exhibit 10.1
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First Amendment to Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive Plan,
effective as of June 20, 2006 |
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