Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2023, in connection with a periodic review of the bylaws of Express, Inc. (the "Company"), the Board of Directors (the "Board") of the Company adopted amended and restated bylaws (as amended, the "Amended and Restated Bylaws"), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:

•Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case to reflect recent amendments to the Delaware General Corporation Law;

•Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) made in connection with annual or special meetings of stockholders, including to, without limitation:

•Address matters relating to Rule 14a-19 under the Exchange Act (e.g., providing the Company a remedy if a stockholder fails to satisfy the requirements of the rule, requiring stockholders intending to use the rule to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the rule at least five business days before the applicable meeting); and

•Require additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders;

•Require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for the exclusive use by the Board; and

•Make various other updates, including ministerial and conforming changes.

The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is filed as E xhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

    Exhibit No.                                      Description of Exhibit
        3.1                 A    mended a    nd Restated Bylaws     of Express, Inc.
                          The cover page from this Current Report on Form 8-K, formatted in Inline
        104               XBRL.

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