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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): January 19, 2023
 EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3474226-2828128
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
1 Express Drive
Columbus, Ohio
43230
(Address of principal executive offices)(Zip Code)
(614) 474-4001
(Registrant's telephone number, including area code)
Not Applicable
(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:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueEXPRThe New York Stock Exchange
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2023, following approval by the Board of Directors of Express, Inc. (the “Company”), the Company awarded Jason Judd, Senior Vice President, Chief Financial Officer and Treasurer of the Company, a special cash retention bonus of $250,000 (the “Award”). The Award recognizes the importance of Mr. Judd’s continued leadership as a member of the management team, including with respect to the Company’s recently announced partnership with WHP Global. The Award requires that Mr. Judd remain employed with the Company through January 24, 2025. If Mr. Judd voluntarily terminates employment with the Company: (i) on or prior to January 26, 2024, he will forfeit the entire Award; or (ii) between January 25, 2024 and January 24, 2025, he will forfeit half of the Award.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EXPRESS, INC.
Date: January 25, 2023
/s/ Laurel Krueger
Laurel Krueger
Chief Legal Officer and Secretary



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