Abercrombie & Fitch Co 8-K, filed Feb 17, 2023
Abercrombie & Fitch Co (ANF)
8-K
2023-02-17
For: 2023-02-17
View Original
Added on
April 11, 2026
About this 8-K
Abercrombie & Fitch Co filed this 8-K on February 17, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): February 17, 2023
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”) increased the size of the Board from 10 members to 11 members and appointed Helen Vaid as a director of the Company (the “Appointment”), with such Appointment to be effective immediately. Ms. Vaid’s term will continue until the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”).
Ms. Vaid will receive the same compensation and benefits as other non-associate directors consistent with and pursuant to the Company’s non-associate director compensation program, as described on page 37 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2022. All such compensation will be pro-rated for the period beginning on the Effective Date and ending on the date of the Company’s 2023 Annual Meeting.
There are no arrangements or understandings between Ms. Vaid or any other persons pursuant to which she was named a director of the Company. There are no family relationships between Ms. Vaid and any director or executive officer of the Company, and the Company has not entered into any transactions with Ms. Vaid that are reportable pursuant to Item 404(a) of Regulation S-K.
As of the date of this Current Report on Form 8-K, the Board had not determined Ms. Vaid’s Board committee assignments. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when such information is available.
Item 7.01 Regulation FD Disclosure.
On February 17, 2023, the Company issued a news release regarding the Appointment, a copy of which is included as Exhibit 99.1 attached hereto and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page Inline XBRL tags are embedded within the Inline XBRL document | |||||||
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.
| Abercrombie & Fitch Co. | ||||||||||||||
Dated: | February 17, 2023 | By: | /s/ Gregory J. Henchel | |||||||||||
| Gregory J. Henchel | ||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||
Exhibit 99.1
ABERCROMBIE & FITCH CO. ANNOUNCES ELECTION OF
HELEN VAID TO ITS BOARD OF DIRECTORS
Vaid brings highly relevant experience growing and scaling consumer brands
across physical and digital spaces
NEW ALBANY, Ohio, February 17, 2023: Abercrombie & Fitch Co. (NYSE: ANF), a leading, global omni-channel specialty retailer of apparel and accessories, today announced the election of Helen Vaid as an independent director, effective February 16, 2023.
Ms. Vaid, 51, was most recently the Chief Executive Officer of Foundry Brands, a digitally native brand platform. In that role, which she held until February 2023, she was responsible for accelerating the omni-channel growth of Foundry’s suite of consumer brands across a range of product categories.
Prior to joining Foundry Brands, Ms. Vaid held a number of customer-centric leadership roles, responsible for growing businesses in both the digital and physical spaces, including Global Chief Customer Officer of Pizza Hut, a subsidiary of Yum! Brands, Inc. and Vice President of Digital Store Operations and Experience at Walmart.com, a division of Walmart Inc. She also held several technology-focused roles at Hewlett Packard Enterprise. Ms. Vaid also currently serves on the board of directors for Groupon, Inc.
“We are pleased to welcome Helen to Abercrombie & Fitch Co. She brings more than 20 years of extremely relevant experience leading customer engagement and growth strategies for a number of consumer products and platforms,” said Nigel Travis, Chairperson of the Board. “She is an industry veteran with digital expertise, who has continually been able to stay at the forefront of an ever-evolving retail landscape, while delivering value to both customers and brands.” With Ms. Vaid’s election, the company's board of directors expands to eleven, six of whom are female.
“I am thrilled to join Abercrombie & Fitch Co.’s Board of Directors,” said Vaid. “I have been following the transformation of the company closely over the last several years and I’m honored to be a part of the next chapter,” she added. “I look forward to working with CEO Fran Horowitz, Nigel, and the rest of the board and management team to support the company, its associates and its iconic global brands as we work to deliver on A&F Co.’s strategic priorities.”
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About Abercrombie & Fitch Co.:
Abercrombie & Fitch Co. (NYSE: ANF) is a leading, global, omnichannel specialty retailer of apparel and accessories for men, women and kids through five renowned brands. The iconic Abercrombie & Fitch brand was born in 1892 and aims to make every day feel as exceptional as the start of a long weekend. abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better anything. The Hollister brand believes in liberating the spirit of an endless summer inside everyone and making teens feel celebrated and comfortable in their own skin. Gilly Hicks, offering active lifestyle products, is designed to create happiness through movement. Social Tourist, the creative vision of Hollister and social media personalities, Dixie and Charli D’Amelio, offers trend forward apparel that allows teens to experiment with their style, while exploring the duality of who they are both on social media and in real life.
The brands share a commitment to offering products of enduring quality and exceptional comfort that allow consumers around the world to express their own individuality and style. Abercrombie & Fitch Co. operates approximately 770 stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.gillyhicks.com and www.socialtourist.com.
Investor Contact: Mohit Gupta (614) 283-6751 Investor_Relations@anfcorp.com | Media Contact: Kate Wagner (614) 283-6192 Public_Relations@anfcorp.com | ||||