FORT MYERS, Fla., July 15, 2016 /PRNewswire/ -- Chico's
FAS, Inc. (NYSE:CHS) today commented on the announcement from The
Barington Group ("Barington") that it has decided to withdraw its
proxy contest and director nominees in connection with the
Company's upcoming 2016 Annual Meeting of Stockholders to be held
on July 21:
In our view, Barington's decision to withdraw its director
nominees and cease its proxy solicitation is consistent with the
strong support we have received from Chico's FAS shareholders,
numerous industry analysts and both of the nation's two leading
independent proxy advisory firms, ISS and Glass Lewis.
We thank our shareholders for their input and the confidence
they have expressed in our new team and in the positive changes we
have made – and will continue to make – under our new strategic
plan. As we execute on our new plan, we will continue to
thoughtfully consider the views of all our shareholders.
Chico's FAS is an industry leader with a strong platform for
growth and value creation. The Company benefits from three
powerful differentiated brands that serve growing and attractive
consumer segments, one of the most loyal customer bases in the
industry, and leading omni-channel capabilities. Given the
progress we have already made under the direction of our new CEO
and President and with our new strategic plan, we believe that we
are on the right track to capitalize on the Company's strengths and
realize the full potential of Chico's FAS for the benefit of all
our shareholders.
As a result of Barington's termination of its solicitation
and the withdrawal of its candidates, any Chico's
FAS shareholder who previously voted
the Blue Barington proxy card is urged
to vote the Company's WHITE card to ensure their
shares are cast for the proposals to be considered at the
Annual Meeting.
The Company reminds shareholders
to vote the WHITE proxy card FOR the
Company's four director nominees and FOR the other proposals
to be considered at the Annual Meeting, including the advisory vote
on executive compensation, the declassification of the Chico's FAS
Board of Directors and the ratification of Ernst & Young as the
Company's auditors.
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
Logo - http://photos.prnewswire.com/prnh/20160209/331560LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/chicos-fas-comments-on-baringtons-decision-to-withdraw-its-proxy-contest-and-director-nominees-300299393.html
SOURCE Chico's FAS, Inc.