expr-20211202

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): December 2, 2021

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34742

26-2828128

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

EXPR

The 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 December 2, 2021, Mr. Antonio J. Lucio was appointed to the Board of Directors (the “Board”) of Express, Inc. (the “Company”) as a Class III director. In connection with this appointment, the Board increased the size of the Board from eight to nine directors.

Mr. Lucio will be entitled to the Company's standard non-employee director compensation arrangements described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2021, 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 June 15, 2022, each prorated based on the number of days that remain in the 12-month period beginning on the date of the Company’s most recent Annual Meeting of Stockholders and ending on the first anniversary thereof. The restricted stock units were granted pursuant to the Express, Inc. 2018 Incentive Compensation Plan, as amended, and a form of restricted stock unit award agreement which was filed as an exhibit to the Quarterly Report on Form 10-Q filed by the Company on June 9, 2020.

In addition, Mr. Lucio has entered into the Company's standard indemnification agreement for directors, which was filed as an exhibit to the Current Report on Form 8-K filed by the Company on August 3, 2016.

There are no arrangements or understandings between Mr. Lucio and any other person pursuant to which he was selected to serve on the Board, and there are no relationships between Mr. Lucio 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 Mr. Lucio to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description of Exhibit
10.1						Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2016).
99.1						Press Release of Express, Inc., dated December 2, 2021.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: December 2, 2021						/s/ Matthew Moellering
						Matthew Moellering
						President, Chief Operating Officer, and Interim Chief Financial Officer