8-K

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 4, 2021

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:

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 4, 2021, the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”), upon the recommendation of the Nominating and Board Governance Committee of the Board (the “Nominating Committee”), took the following actions, each to be effective February 4, 2021:

•The Board increased the size of the Board from twelve directors to thirteen directors, thereby creating one vacancy in the Board.

•The Board elected Kenneth B. Robinson to fill the vacancy in the Board. Mr. Robinson will serve as a director of the Company for an initial term ending at the Company’s 2021 Annual Meeting of Stockholders. The Board appointed Mr. Robinson to serve as a member of the Audit and Finance Committee of the Board, with such service to be at the pleasure of the Board. The Board determined that Mr. Robinson meets all of the applicable requirements for service on the Audit and Finance Committee.

•The Board affirmatively determined that Mr. Robinson meets all of the applicable standards of independence for members of the Board under the New York Stock Exchange Corporate Governance Standards and the Company’s Corporate Governance Guidelines.

•The Board affirmatively determined that Mr. Robinson has no material relationship with the Company or any of the Company’s subsidiaries (either directly or indirectly), other than through his service as a director of the Company. In addition, there are no transactions between Mr. Robinson and the Company or any of the Company’s subsidiaries that would be required to be reported under Item 404(a) of SEC Regulation S-K.

As a non-associate director, Mr. Robinson will receive compensation determined and paid in the same manner as for the Company’s other non-associate directors, which compensation the Company previously disclosed in Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 2, 2020. All such compensation will be pro-rated for the period from February 4, 2021, the effective date of the Board’s election of Mr. Robinson, as a director, to the date of the Company’s 2021 Annual Meeting of Stockholders.

Item 8.01. Other Events.

On February 5, 2021, the Company issued a press release announcing the election of Mr. Robinson as a director of the Company. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

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:

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.

Document

Exhibit 99.1

Abercrombie & Fitch Co. Announces Election of Ken Robinson to its Board of Directors

New Albany, Ohio, February 5, 2021: Abercrombie & Fitch Co. (NYSE: ANF), a leading global specialty retailer of apparel and accessories, today announced the election of Kenneth (Ken) Robinson as a director, effective February 4, 2021. Mr. Robinson, whom the full board of directors has determined qualifies as an independent director under applicable corporate governance requirements, will serve as a member of the board’s audit and finance committee.

Mr. Robinson, 65, was most recently the Senior Vice President, Audit and Controls for Exelon Corporation, a Fortune 100 energy company with the largest number of electricity and natural gas customers in the U.S. He served in this role from 2016-2020 and was responsible for internal audit and financial controls.

Prior to Exelon, Mr. Robinson spent nearly four decades at The Procter & Gamble Company, a leading consumer goods company, where he held various positions in their consumer and industrial sectors across a wide range of functions. These positions included: Vice President, Global Diversity & Inclusion; Vice President, Finance; and Chief Audit Executive. Additionally, Mr. Robinson currently serves on the boards of directors for Morgan Stanley U.S. Banks (national banks) and Paylocity Holding Corporation.

“We are pleased to welcome Ken to Abercrombie & Fitch Co. He brings more than 40 years of highly relevant consumer retail experience to our board and has extensive knowledge in finance, risk and compliance, and more,” said Terry Burman, Chairman of the Board. “Ken is a great listener and a strong leader with a collaborative style. His experience as a global executive of a world-class consumer products company will be a valuable addition as we continue to drive our business forward.”

Abercrombie & Fitch Co. regularly evaluates the composition of its board of directors to ensure that its directors possess the skills, experience and perspectives needed to guide the company and help deliver value to all stakeholders. With Mr. Robinson's election, the company's board of directors expands to 13, comprised of 12 non-associate independent directors, and Fran Horowitz, the company’s Chief Executive Officer.

“I am honored to join Abercrombie & Fitch Co.’s Board of Directors. I was initially drawn to the company’s progressive nature, particularly in sustainability and diversity and inclusion,” said Robinson. “I look forward to working with Fran, Terry, and the rest of the board and the management team to support the company and its iconic global brands.”

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Abercrombie & Fitch Co. cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained herein or made by management or spokespeople of Abercrombie & Fitch Co. involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise our forward-looking statements. Risks and uncertainties related to the duration and impact of the COVID-19 pandemic on the Company and the factors disclosed in “ITEM 1A. RISK FACTORS” of Abercrombie & Fitch Co.’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020, and in Abercrombie & Fitch Co.’s subsequently filed Quarterly Reports on Form 10-Q, in some cases have affected, and in the future could affect, the Company’s financial performance and could cause actual results for fiscal 2020 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this press release or otherwise made by management.

About Abercrombie & Fitch Co.

Abercrombie & Fitch Co. (NYSE: ANF) is a leading, global specialty retailer of apparel and accessories for Men, Women and Kids through three renowned brands. For more than 125 years, the iconic Abercrombie & Fitch brand has outfitted innovators, explorers and entrepreneurs. Today, the brand reflects the updated attitude of the modern consumer, while remaining true to its heritage of creating expertly crafted products with an effortless, American style. The Hollister brand epitomizes the liberating and carefree spirit of the endless California summer for the teen market. abercrombie kids creates smart, playful apparel for children ages 5-14, celebrating the wide-eyed wonder of childhood.

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. The Company operates approximately 730

stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites www.abercrombie.com and www.hollisterco.com.