ANF 8-K
Abercrombie & Fitch Co /De/ (ANF)
8-K
2026-08-20
For: 2026-08-18
View Original
Added on
August 20, 2026
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): August 18, 2026
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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:
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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 August 18, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”) increased the size of the Board from nine members to 10 members in accordance with the Company’s Amended and Restated Bylaws and appointed Mary Fox as a non-associate director of the Board (the “Appointment”), with such Appointment effective as of the Effective Date. Ms. Fox’s term will continue until the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and until her successor is duly elected and qualified.
Ms. Fox will receive the same compensation and benefits as the other non-associate directors serving on the Board, consistent with and pursuant to the Company’s non-associate director compensation program, as described on pages 32 to 33 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2026. All such compensation will be pro-rated for the period beginning on the Effective Date and ending on the date of the 2027 Annual Meeting.
There are no arrangements or understandings between Ms. Fox or any other persons pursuant to which she was appointed a director. There are no family relationships between Ms. Fox and any director or executive officer of the Company, and the Company has not entered into any transactions with Ms. Fox 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. Fox’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 August 20, 2026, 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: | August 20, 2026 | By: | /s/ Gregory J. Henchel | |||||||||||
| Gregory J. Henchel | ||||||||||||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||||||||||
Exhibit 99.1
Abercrombie & Fitch Co. Announces Election of Mary Fox to its Board of Directors
Fox brings more than 25 years of experience across consumer products, retail, and omnichannel businesses
NEW ALBANY, Ohio, Aug. 20, 2026 (GLOBE NEWSWIRE) -- Abercrombie & Fitch Co. (NYSE: ANF), a global, digitally led, omnichannel specialty retailer of apparel and accessories, today announced the election of Mary Fox to its Board of Directors, effective August 18, 2026.
Ms. Fox, 54, is the President of The Lovesac Company, a publicly traded omnichannel home furnishings company, where she is responsible for the company’s operations, marketing, finance, human resources, and overall business performance. Prior to Lovesac, Mary served as general manager for North American consumer products at BIC and spent six years at L’Oréal in leadership roles across ecommerce, business development, and business transformation. Before that, she spent over a decade at Walmart in roles of increasing responsibility, with responsibilities spanning private label apparel, merchandising, brand management, strategy, mergers and acquisitions, and global sourcing.
“We are excited to welcome Mary to Abercrombie & Fitch Co.’s Board of Directors. She brings an incredibly strong digital commerce and brand-building background that spans a 25-year career in consumer goods. As a current executive, she brings a deep understanding of today’s dynamic consumer environment and how customers are connecting with brands, which will be an invaluable addition to the Board and company,” said Nigel Travis, Chairperson of the Board.
“I’m thrilled to join Abercrombie & Fitch Co.’s Board of Directors,” said Fox. “Having long admired the company’s performance and reputation as leaders in the apparel and retail industries, I look forward to partnering with CEO Fran Horowitz and her management team, as well as Nigel and the Board as the company continues its work to achieve its long-term ambitions to continue delivering diversified, global growth,” she added.
About Abercrombie & Fitch Co.:
Abercrombie & Fitch Co. (NYSE: ANF) is a global, digitally led, omnichannel specialty retailer of apparel and accessories catering to kids through millennials with assortments curated for their specific lifestyle needs.
The company operates a family of brands, including Abercrombie brands and Hollister brands, each sharing a commitment to offer products of enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are. Abercrombie & Fitch Co. operates approximately 840 stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites abercrombie.com, abercrombiekids.com and hollisterco.com.
| Investor Contact: | Media Contact: | ||||
| Mo Gupta | Kate Wagner | ||||
| Abercrombie & Fitch Co. | Abercrombie & Fitch Co. | ||||
| (614) 283-6751 | (614) 283-6192 | ||||
| [email protected] | [email protected] | ||||