Document
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): August 3, 2016
EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-34742 | | 26-2828128 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2016, Ms. Karen Leever was appointed to the Board of Directors of Express, Inc. (the “Company”) as a Class III director. In connection with this appointment, the Board of Directors increased the size of the Board of Directors from six to seven directors.
Ms. Leever will be entitled to the Company's standard independent director compensation arrangements described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2016, including an annual cash retainer equal to $75,000 and a grant of restricted stock units having a value of $125,000 on the date of grant that will vest on May 15, 2017. In addition, Ms. Leever has entered into the Company's standard indemnification agreement for directors, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. There are no arrangements or understandings between Ms. Leever and any other person pursuant to which she was selected to serve on the Board of Directors, and there are no relationships between Ms. Leever and the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company's press release announcing the appointment of Ms. Leever to the Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit No. | | Description |
| 10.1 | | | Form of Indemnification Agreement. |
| 99.1 | | | Press Release, dated August 3, 2016. |
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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.
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| | EXPRESS, INC. |
Date: August 3, 2016 | | By | /s/ Lacey J. Bundy |
| | | Lacey J. Bundy |
| | | Senior Vice President, General Counsel and Secretary |