DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Express, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if o

ther

than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Dear Fellow Shareholders,

In 2023, we are focused on achieving profitable growth in the Express brand and operating with consistent, rigorous and sustainable financial discipline. The Board of Directors and management team are committed to creating long-term shareholder value. Illustrating this commitment, we finalized a new strategic partnership with WHP Global earlier this year. The proceeds from this transaction strengthened our balance sheet and enabled us to repay our term loan and a portion of our revolving credit facility.

Leveraging the WHP Global partnership, we expect to drive accelerated, long-term growth through the acquisition and operation of a portfolio of brands. Consistent with this objective, on April 13, 2023, we announced the joint acquisition of menswear brand Bonobos by Express, Inc. and WHP Global. This transaction is expected to be accretive to operating income and free cash flow positive in fiscal 2023. We expect the Bonobos transaction to close in our second fiscal quarter of 2023, subject to customary closing conditions. Further transaction details are included in the accompanying proxy statement.

In 2022, the Company also continued its Environmental, Social and Governance (ESG) mission—Express Together—and made meaningful progress against our goals around Diversity, Equity & Inclusion; Giving & Mentoring; and Conscious Sourcing & Product. The Board believes that our ESG program is critical to all of the Company’s stakeholders and will influence the Company’s ability to create long-term shareholder value.

I am also pleased to have recently welcomed to two new directors: Satish Mehta, who joined our Board in December 2022, and Yehuda Shmidman, CEO of WHP Global, who joined our Board in January 2023. Satish and Yehuda have been outstanding additions to our Board, bringing further diversity of background, skills and perspectives that are invaluable to the Board and the Company as we oversee the Company’s strategy and transformation.

I hope you will join us at our annual meeting to be held virtually on Wednesday, June 7th, 2023, at 8:30 am EDT. Your vote is important. Whether or not you plan to attend the virtual meeting, I encourage you to vote promptly so that your shares will be represented and properly voted at the meeting.

Sincerely,

LOGO

Mylle H. Mangum

Board Chair

April 28, 2023

LOGO

Notice of 2023 Annual Meeting of Shareholders

Time and Date

8:30 a.m., Eastern Daylight Time, on Wednesday, June 7, 2023. We encourage you to access the meeting prior to the start time.

Place

The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/EXPR2023

Items of Business

1. Election of Class I directors;

2. Advisory vote to approve executive compensation (say-on-pay);

3. Approval of an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board of Directors, a reverse stock split and a corresponding proportional reduction in the number of authorized shares of our common stock;

4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023; and

5. Such other business as may properly come before the meeting.

Record Date

Holders of record of the Company’s common stock at the close of business on April 17, 2023 are entitled to notice of and to vote at the 2023 Annual Meeting of Shareholders or any adjournment or postponement thereof.

This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of Express, Inc. for use at the 2023 Annual Meeting of Shareholders, which is to be held virtually via live webcast, and at any adjournment or postponement thereof. On or about April 28, 2023, we will begin distributing print or electronic materials regarding the virtual annual meeting to each shareholder entitled to vote at the virtual meeting. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the shareholder.

How to Vote

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to participate in the 2023 Annual Meeting of Shareholders, we urge you to vote your shares now in order to ensure the presence of a quorum.

Shareholders of record may vote:

By Internet

By telephone

By mail

Go to www.proxyvote.com;

Call toll free (800) 690-6903; or

If you received paper copies in the mail of the proxy materials and proxy card, mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope.

Beneficial Shareholders. If you hold your shares through a broker, bank, or other nominee, follow the voting instructions you receive from your broker, bank, or other nominee, as applicable, to vote your shares.

By Order of the Board of Directors,

LOGO

Laurel Krueger

Chief Legal Officer & Corporate Secretary

April 28, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 7, 2023: this Notice of Annual Meeting and Proxy Statement and our 2022 Annual Report are available in the investor relations section of our website at www.express.com/investor. Additionally, and in accordance with the Securities and Exchange Commission (“SEC”) rules, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

Table of Contents


PROXY STATEMENT SUMMARY INFORMATION			1

ELECTION OF CLASS I DIRECTORS (PROPOSAL NO. 1)			9

CORPORATE GOVERNANCE			15
Board Responsibilities			15
Board Composition			15
Board Competencies and Experience			16
Board Demographics and Refreshment			16
Identifying and Evaluating Director Candidates			17
Board Leadership & Structure			17
Leadership Structure			17
Board Committees			18
Board Practices			21
Strategy Oversight			21
Risk Oversight			21
Management Oversight and Succession Planning			21
Compliance Oversight			22
Cybersecurity Risk Oversight			22
Environmental, Social and Governance (ESG) Initiatives			22
Communications with the Board			22
Board Meetings			22
Corporate Governance Principles			23
Director Election Standards			23
Board Evaluations			23
Outside Board Memberships			23
Code of Conduct			23
Related Person Transactions			24
Director Compensation			26
Overview			26
Non-Employee Director Compensation			27
Director Stock Ownership Guidelines			27
2022 Director Compensation Table			28

EXECUTIVE OFFICERS			29
EXECUTIVE COMPENSATION			30
Compensation Discussion and Analysis			30
Executive Summary			30
What We Pay and Why: Elements of Compensation			36
Executive Compensation Practices			44
Compensation and Governance Committee Report			48


Compensation Tables			49
Employment Related Agreements			54
Potential Payments Upon Termination and Change-in-Control			57
CEO Compensation Relative to Median Company Employee			61
Pay Versus Performance			62

STOCK OWNERSHIP INFORMATION			65
Delinquent Section 16(a) Reports			66

AUDIT COMMITTEE			67
Audit Committee Report			67
Independent Registered Public Accounting Firm Fees and Services			68

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY) (PROPOSAL NO. 2)			69

REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION (PROPOSAL NO. 3)			70
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 (PROPOSAL NO. 4)			79

OTHER MATTERS			80

ADDITIONAL INFORMATION			81
Proxy Solicitation Expenses			81
Shareholder Proposals for Inclusion in the 2024 Annual Meeting Proxy Statement			81
Other Shareholder Proposals			81
Electronic Delivery			81
Delivery of Proxy Materials to Households			81
Incorporation by Reference			82
Availability of SEC Filings, Code of Conduct, and Committee Charters			82

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			83

APPENDIX A — Form of Certificate of Amendment			86
APPENDIX B — Information About Non-GAAP Financial Measures			88

PROXY STATEMENT SUMMARY INFORMATION

The Board of Directors (the “Board”) of Express, Inc. (the “Company”) is soliciting your proxy to vote at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”), or at any adjournment or postponement of the Annual Meeting. To assist you in your review of this proxy statement, we have provided a summary of certain information relating to the items to be voted on at the Annual Meeting in this section. For additional information about these topics, please review this proxy statement in full and the Company’s Annual Report on Form 10-K for 2022 which was filed with the SEC on March 31, 2023 (the “Annual Report”).

u Who We Are

Grounded in versatility and powered by a styling community, Express is a modern, multichannel apparel and accessories brand whose purpose is to Create Confidence & Inspire Self-Expression. Launched in 1980 with the idea that style, quality and value should all be found in one place, Express has been a part of some of the most important and culture-defining fashion trends. The Express Edit design philosophy ensures that the brand is always ‘of the now’ so people can get dressed for every day and any occasion knowing that Express can help them look the way they want to look and feel the way they want to feel.

The Company operates over 550 retail and outlet stores in the United States and Puerto Rico, the express.com online store and the Express mobile app.

In December 2022, we entered into a partnership with WHP Global (“WHP”), a leading global brand management firm. The mutually transformative strategic partnership advances the Company’s omnichannel platform which is expected to drive accelerated, long-term growth through the acquisition and operation of a portfolio of brands. In connection with the closing of this transaction in January 2023, the Company and WHP formed an intellectual property joint venture (the “IP JV”) intended to scale the Express brand through new domestic category licensing and international expansion opportunities.

u Key Financial Results

Consolidated comparable sales were flat for 2022, with negative comparable sales in the second half of the year offsetting gains during the first half of the year.

Net income was $293.8 million, or $4.25 per diluted share, which included the after tax impact of the $409.5 million gain on the transaction with WHP, compared to a net loss of $14.4 million, or $0.22 per diluted share, in 2021. On an adjusted basis¹, net loss was $82.4 million, or $1.21 per diluted share in 2022. EBITDA¹ was $402.7 million, which included the $409.5 million gain on the transaction with WHP, compared to EBITDA of $64.7 million in 2021. Adjusted EBITDA¹ was $6.8 million.

As part of the transaction with WHP, the Company received proceeds of $260 million which strengthened our balance sheet and enabled us to repay our term loan and a portion of our revolving credit facility.

LOGO

¹	Adjusted net loss, adjusted diluted earnings per share, EBITDA and adjusted EBITDA are non-GAAP financial measures. Refer to Appendix B for more information on these measures and their reconciliations to the most directly comparable GAAP measures.

Notice of 2023 Annual Meeting of Shareholders and Proxy Statement

PROXY STATEMENT SUMMARY INFORMATION

Proposals to be Voted on and Voting Recommendations



Proposal	Board Voting Recommendation		Page Reference (for more detail)

Election of Class I Directors (Proposal No. 1)	☑	FOR	9

Advisory vote to approve executive compensation (say-on-pay) (Proposal No. 2)	☑	FOR	69

Approval of an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board, a reverse stock split and a corresponding proportional reduction in the number of authorized shares of our common stock (the “Reverse Stock Split Proposal”) (Proposal No. 3)	☑	FOR	70

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023 (Proposal No. 4)	☑	FOR	79

2022 Named Executive Officers

SEC Form DEF 14A filed by Express Inc.