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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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| Abercrombie & Fitch Co. |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 1-12107 | | 31-1469076 |
| (State or other jurisdiction of incorporation or organization) | | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 6301 Fitch Path | , | New Albany | , | Ohio | | | | | 43054 |
| (Address of principal executive offices) | | | | | (Zip Code) |
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| Registrant’s telephone number, including area code | (614) | | 283-6500 | | |
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| 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:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.01 Par Value | | ANF | | 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 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:
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| Exhibit No. | | Description |
| 99.1 | | |
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| 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.
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| | | Abercrombie & Fitch Co. |
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Dated: | February 17, 2023 | | By: | /s/ Gregory J. Henchel |
| | | | Gregory J. Henchel |
| | | | Executive Vice President, General Counsel and Corporate Secretary |