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Chico's FAS appoints Andrea Weiss to BoD

26 Feb '09

2 min read

Chico's FAS Inc announced that it has appointed Andrea M. Weiss to its Board of Directors, filling an open seat. Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELiA*s Inc, The Limited Inc, Intimate Brands Inc, Guess Inc, and Ann Taylor Stores Inc.

She is the founder and current Chief Executive Officer of Retail Consulting Inc, a boutique consulting practice focused on product and brand development, consumer contact strategies, operational improvements, and turnarounds. Ms. Weiss currently serves on the board of directors of Cracker Barrel Old Country Store Inc, Ediets.com Inc, and GSI Commerce Inc.

Following her appointment to the Chico's FAS, Inc. Board, Ms. Weiss, who qualifies as an independent director under the rules of the New York Stock Exchange and the Company's Bylaws, was also appointed to the Board's Merchant and Compensation and Benefits Committees. Ms. Weiss will serve as a Class I director and will stand for election at the 2009 Annual Meeting of Shareholders.

David F. Dyer, Chico's President and Chief Executive Officer, commented, "Andrea Weiss is an exciting addition to our Board. Andrea's experience with product development, brand development, and consumer contact strategies should be of great assistance as we continue to strategically position each of our exciting brands for future growth."

The Company simultaneously announced that, following a review of its corporate governance practices, its Board of Directors will propose at the Company's upcoming 2009 Annual Meeting that the Company's stockholders approve an amendment to the Company's Articles of Incorporation to adopt a majority voting standard for uncontested director elections. The Company also plans to increase the size of its Board to nine and to fill the new seat with an additional independent director.

The Company also announced that it had reached an agreement with institutional shareholder Spotlight Capital Partners, L.P. ("Spotlight"), under which Spotlight has agreed to support and vote its shares in favor of all of the Board's nominees for election as Class I directors at the Company's 2009 Annual Meeting. Spotlight has also agreed not to take certain actions during a "standstill" period that expires on December 31, 2009, but which may be extended until December 31, 2011 under certain conditions. Spotlight had previously proposed Ms. Weiss as a potential director to the Company's Nominating and Governance Committee.

Chico's FAS Inc

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