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): September 23, 2019
 
 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:
 
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))

 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. ☐
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
 





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2019, Matthew Moellering, Executive Vice President, Chief Operating Officer of Express, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) pursuant to which he was promoted to President and Chief Operating Officer of the Company. In connection with the promotion, the Compensation and Governance Committee (the “Committee”) of the Company's Board of Directors approved an increase in Mr. Moellering’s base salary from $793,000 to $825,000 and an increase in Mr. Moellering’s seasonal performance-based cash incentive target percentage from 85% to 90%, effective September 22, 2019. In addition, beginning with the Company’s annual grant of long-term incentive awards in fiscal 2020, the Committee approved an increase in Mr. Moellering’s long-term incentive compensation amount from $1,300,000 to $2,000,000.

The above summary is not complete and is qualified in its entirety by the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No.
 
Description
 
Letter Agreement, dated as of September 23, 2019, between Express and Matthew Moellering.









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: September 23, 2019
 
/s/ Melinda R. McAfee
 
 
Melinda R. McAfee
 
 
Senior Vice President, General Counsel & Secretary



Exhibit




Matthew Moellering
1 Express Drive
Columbus, OH 43230


Dear Matt:

Congratulations! It is my pleasure to offer you a promotion to President and Chief Operating Officer. This letter outlines the new details of your compensation, and supplements and amends your employment agreement dated March 20, 2017. The effective date for the changes outlined in this letter is September 22, 2019. Your next eligibility for merit review will be Spring 2020.

Position Compensation Summary:
Current
New
Your Base Pay Rate:
Annual: $793,000
Annual: $825,000
Your Annual IC Payout Target: 
IC as a % of your annual salary:
IC dollar amount:

85%
$674,050

90%
$742,500
Your Annual Cash Compensation Target:
$1,467,050
$1,567,500
Your Annual Long-term Incentive Grant:
$1,300,000
$2,000,000
Your Annual Total Direct Compensation at Target:
$2,767,050
$3,567,500

Your new Incentive Compensation participation rate of 90% will begin with the 2019 Fall season. Your annual cash compensation at target will be $1,567,500 (your base salary plus 90% target IC), and your annual cash compensation could be up to $2,310,000 (your annual salary plus 180% maximum IC). Beginning with the next annual grant in 2020 your Long-term Incentive Compensation will be increased to a fair market value of $2,000,000.

If you have any questions, please contact Katie Maurer, Human Resources.

Sincerely,
 
I accept the changes as described above:
 
 
 
Tim Baxter
 
Matthew Moellering
Chief Executive Officer
 
 
Express