expr-20230714

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): July 14, 2023

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 July 14, 2023, as part of our previously announced expense reduction initiative, Malissa Akay ceased to serve as Executive Vice President and Chief Merchandising Officer of Express, Inc. (the “Company”), effective immediately. Pursuant to the severance agreement entered into in August 2019 by and between Express, LLC, a subsidiary of the Company, and Ms. Akay, subject to Ms. Akay signing a general release, the Company will continue to pay Ms. Akay her current base salary for a period of eighteen months. The Company will also pay Ms. Akay any short-term incentive amount for the fiscal 2023 performance period based on actual achievement of the performance objectives.

Ms. Akay is subject to various restrictive covenants, including non-competition, non-solicitation, and confidentiality covenants, which remain in effect in accordance with their terms. The non-competition and non-solicitation covenants prohibit Ms. Akay from engaging in certain activities for a period of twelve months after the termination of her employment.

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: July 14, 2023						/s/ Laurel Krueger
						Laurel Krueger
						Chief Legal Officer and Secretary