FORT MYERS, Fla., July 13, 2016 /PRNewswire/ -- Chico's
FAS, Inc. (NYSE: CHS) today announced that Glass Lewis & Co.
("Glass Lewis") recommends that shareholders vote "FOR" all
four of the Company's highly-qualified director nominees –
Shelley Broader, Bonnie Brooks, Janice
Fields and William "Bill" Simon – on the WHITE proxy
card in connection with the Company's 2016 Annual Meeting of
Stockholders to be held on July 21,
2016.
Glass Lewis is the second leading independent proxy advisory
firm to recommend "FOR" the Chico's FAS nominees, following a
recommendation issued by Institutional Shareholder Services ("ISS")
on July 8, 2016, as previously
announced.
In its July 12, 2016 report, Glass
Lewis identified the strength of the Chico's FAS Board nominees and
the positive change well underway at the Company,
stating:1
"…we see little, if any, reason to
support the Dissident's solicitation. That's primarily
because comprehensive and positive changes are already underway at
Chico's, and in our view the Dissident's director nominees have
less to contribute to that progress than the board's well-qualified
nominees."
"[T]he Company appears to have now
addressed, or is in the process of addressing, most of Barington's
strategic, financial or governance concerns. While the Dissident
has attempted to take credit for some of these enhancements, we
believe the board and new management team initiated the momentum
for the bulk of the more substantive measures even before
Barington's campaign. At this point, the Dissident's suggestions
appear to be redundant, unnecessary or irrelevant, in our view, to
the current strategic priorities and operational improvements
underway at Chico's."
"We believe the Dissident has
failed to demonstrate that its nominees are more qualified or
better suited than the board's nominees, or that the Dissident has
a superior plan as compared to the strategic priorities identified
and operational initiatives recently implemented by the
Company…"
Chico's FAS issued the following statement:
We are pleased that both Glass
Lewis and ISS support the election of all four of Chico's FAS'
highly-qualified director nominees – Shelley Broader, Bonnie
Brooks, Janice Fields and
Bill Simon. The
recommendations from these two leading proxy advisory firms are a
testament to the strength of our world-class nominees and the
positive change underway at Chico's FAS.
Chico's FAS is an industry leader
with a strong platform for growth and value creation. With a
new CEO, four new focus areas, new operating improvement
initiatives, new team members, new governance enhancements, and new
world-class board nominees, it is clearly an exciting new era for
Chico's FAS and Chico's FAS shareholders. We are confident in
our new leadership and new plan and in our ability to realize the
full potential of Chico's FAS for the benefit of our
shareholders.
We urge shareholders to follow the
Glass Lewis and ISS recommendations and support the progress we are
making by voting "FOR" the Chico's FAS director nominees on
the WHITE proxy card.
Chico's FAS reminds shareholders that every vote is important,
no matter how many or how few shares it represents. The
Company urges all shareholders to use the WHITE proxy card to vote
"FOR" the Company's four director nominees TODAY.
Shareholders who inadvertently submitted a Blue proxy have
every legal right to change their vote, as only the latest-dated
proxy counts.
Chico's FAS shareholders who have questions or require
assistance with voting their shares, may contact the Company's
proxy solicitor, Innisfree M&A Incorporated, toll-free at (877)
825-8971 (from the U.S. or Canada)
or (412) 232-3651 (from other locations).
ABOUT CHICO'S FAS, INC.
The Company, through its brands – Chico's, White House Black
Market, and Soma is a leading omni-channel specialty retailer of
women's private branded, sophisticated, casual-to-dressy clothing,
intimates, complementary accessories, and other non-clothing
items.
As of April 30, 2016, the Company
operated 1,517 stores in the US and Canada and sold merchandise through franchise
locations in Mexico. The Company's
merchandise is also available at www.chicos.com, www.whbm.com, and
www.soma.com. For more detailed information on Chico's FAS, Inc.,
please go to our corporate website at www.chicosfas.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements contained herein may contain certain
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect our
current views with respect to certain events that could have an
effect on our future financial performance, including but without
limitation, statements regarding our plans, objectives, and future
success of our store concepts, the implementation of our previously
announced restructuring program, and implementation of our program
to increase the sales volume and profitability of our existing
brands through four previously announced focus areas. These
statements may address items such as future sales, gross margin
expectations, SG&A expectations, operating margin expectations,
planned store openings, closings and expansions, future comparable
sales, inventory levels, and future cash needs. These statements
relate to expectations concerning matters that are not historical
fact and may include the words or phrases such as "expects,"
"believes," "anticipates," "plans," "estimates,"
"approximately," "our planning assumptions," "future outlook," and
similar expressions. Except for historical information, matters
discussed in such oral and written statements are forward-looking
statements. These forward-looking statements are based largely on
information currently available to our management and on our
current expectations, assumptions, plans, estimates, judgments and
projections about our business and our industry, and are subject to
various risks and uncertainties that could cause actual results to
differ materially from historical results or those currently
anticipated. Although we believe our expectations are based on
reasonable estimates and assumptions, they are not guarantees of
performance and there are a number of known and unknown risks,
uncertainties, contingencies, and other factors (many of which are
outside our control) that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Accordingly, there is no assurance that our
expectations will, in fact, occur or that our estimates or
assumptions will be correct, and we caution investors and all
others not to place undue reliance on such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, general economic and
business conditions, conditions in the specialty retail industry,
the availability of quality store sites, the ability to
successfully execute our business strategies, the ability to
achieve the results of our restructuring program, the ability to
achieve the results of our four focus areas, the integration of our
new management team, and those described in Item 1A, "Risk Factors"
and in the "Forward-Looking Statements" disclosure in Item 7.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" of our Form 10-K. There can be no assurance
that the actual future results, performance, or achievements
expressed or implied by such forward-looking statements will occur.
Investors using forward-looking statements are encouraged to review
the Company's latest annual report on Form 10-K, its filings on
Form 10-Q, management's discussion and analysis in the Company's
latest annual report to stockholders, the Company's filings on Form
8-K, and other federal securities law filings for a description of
other important factors that may affect the Company's business,
results of operations and financial condition. All written or oral
forward-looking statements that are made or attributable to us are
expressly qualified in their entirety by this cautionary notice.
The Company does not undertake to publicly update or revise its
forward looking statements even if experience or future changes
make it clear that projected results expressed or implied in such
statements will not be realized.
ADDITIONAL INFORMATION
Chico's FAS, its directors and certain of its executive officers
are participants in the solicitation of proxies from Company
shareholders in connection with the matters to be considered at the
Company's 2016 Annual Meeting. The Company has filed a definitive
proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the "SEC") in connection with any such
solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN
IMPORTANT INFORMATION. Information regarding the identity of the
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in the proxy statement and
other materials filed with the SEC. Shareholders can obtain any
proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC for
no charge at the SEC's website at www.sec.gov. Copies are also
available at no charge at the Company's website at
www.chicosfas.com, by writing to Chico's FAS at 11215 Metro
Parkway, Fort Myers, FL 33966, or
by calling the Company's proxy solicitor, Innisfree, toll-free at
(877) 825-8971.
Contacts:
Investors:
Jennifer Powers
Vice President - Investor
Relations
Chico's FAS, Inc.
(239) 346-4199
Arthur B. Crozier / Jennifer M. Shotwell / Jonathan E. Salzberger
Innisfree M&A Incorporated
(212) 750-5833
Media:
Barrett Golden / Leigh Parrish / Joseph
Sala
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
1 Permission to use quotations neither sought nor
obtained
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SOURCE Chico's FAS, Inc.