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Annual General Meeting · 2026-06-03
Executive readout · one minute
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Ladies and gentlemen, welcome to Abercrombie & Fitch Co.'s 2026 Annual Meeting of Stockholders. I will now turn the program over to Greg Henschel.
Good morning. I'm Greg Henschel, Chief Legal Officer and Corporate Secretary of Abercrombie & Fitch Co. On behalf of our board and senior management, it is my pleasure to welcome you to our 2026 Annual Meeting of Stockholders. I will be acting as secretary for today's meeting. We remind you that any forward-looking statements made during this Annual Meeting are subject to the Safe Harbor Statement found in our filings with the Securities and Exchange Commission, including in our 2026 Proxy Statement. An agenda for the 2026 Annual Meeting should be visible on the screen of the Meeting website. Our Meeting Rules of Conduct and copies of our 2026 Proxy Statement and 2025 Annual Report on Form 10-K can be found toward the bottom of the Meeting website. These materials are also available within the Annual Meet Reports and Proxy tab of the Investors page on our corporate website at corporate.abercrombie.com. As is our custom, we'll conduct the formal portion of the meeting first and we'll address appropriate questions at the end of the meeting. Authenticated stockholders who have logged into the meeting website with their control number may submit questions during the meeting through the Ask a Question box on the meeting website. As indicated in our meeting rules of conduct, only questions relevant to the meeting and pertinent to the matters properly before the meeting will be addressed. To give as many stockholders as possible the opportunity to have their questions answered, we will limit each stockholder to two questions. We will follow the parameters outlined in the meeting rules of conduct in answering questions. Please note that this meeting is being recorded. A replay will be available via the Investors page of our corporate website. Please also note that no one attending via remote communications is permitted to use any audio or video recording or rebroadcasting device. Following the introduction of our board, Inspector of Election, and Representative from PricewaterhouseCoopers, we will address the items to be acted upon today. Joining us from our board are Nigel Travis, chairperson of our board, Fran Horowitz, the company's chief executive officer, Carrie Anderson, Andrew Clark, Susie Coulter, Jim Goldman, Helen McCluskey, Arturo Nunez, and Ken Robinson. Each of these directors has been nominated for re-election. Also joining today is a representative of American Election Services who will serve as inspector of elections for the meeting. Jared Trigg from PricewaterhouseCoopersLLP, the company's independent registered public accounting firm, is also present and will be available to answer questions at the end of the meeting. Now, I'd like to turn it over to our chairperson of the board, Nigel Travis.
Good morning, everyone, and thank you very much, Greg. I'm Nigel Travis. If you want to change this meeting by clicking do not want to change their vote, do not need to take any further. on all matters on the and the inspector your meeting of stockholders is called to order
great please begin the formal portion of this meeting has the notice of the meeting been sent to all stockholders entitled to vote at the annual meeting thank you nigel and yes we we have received an affidavit of mailing confirming that notice of the annual meeting was duly given All holders of Class A common stock at the close of business on April 6, 2026, the record date for this meeting, are entitled to vote at the annual meeting. In addition to counting the votes received, the inspector of election will determine the number of shares represented at this meeting. Is the inspector of election ready to report as to the existence of a quorum?
Yes. Thank you, Mr. Secretary. we have determined that there are stockholders represented at this meeting holding shares of Class A common stock, representing at least one-third of the outstanding shares of Class A common stock. Under the company's amended and restated bylaws, this is sufficient for a quorum and for transacting the business at this meeting. Accordingly, a quorum exists for this annual meeting. All holders of record of Class A common stock as of the close of business on April 6, are entitled to vote at this meeting on all business to come before this meeting.
Thank you. As a quorum is present, we will now turn to the three items of business, which are described in our 2026 proxy statement. I can confirm that there were no stockholder nominations or proposals for business for this meeting other than the three proposals being presented today. Proposal 1 is the election of nine directors, each to serve for a term of one year expiring at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The board has nominated Carrie Anderson, Andrew Clark, Susie Coulter, Jim Goldman, Fran Horowitz, Helen McCluskey, Arturo Nunez, Ken Robinson, and Nigel Travis. Each director nominee will be elected if the votes cast for such nominee's election exceed the votes cast against such nominee's election. The board unanimously recommends a vote for the election of each director nominee to the board. Proposal 2 is the approval on a non-binding advisory basis of the compensation of our named executive officers for fiscal 2025. This is commonly known as a say-on-pay vote. The Board unanimously recommends vote for Proposal 2. Proposal 3 is the ratification of the appointment of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm, for fiscal 2026. The Board unanimously recommends vote for Proposal 3. I now declare the polls for this meeting to be open. If there is any stockholder present who has yet to vote or who wishes to change their vote, you may do so by clicking on the Vote Here button on the meeting website and following the instructions provided. Stockholders who have already voted and who do not wish to change their vote do not need to take any further action at this time. I will now pause to allow stockholders to vote. I now declare the polls closed.
Will the Inspector of Election please report on the preliminary vote results? thank you yes the preliminary voting results are as follows each of the nine director nominees for election for to the board of directors has been duly elected the compensation of the company's named executive officers for fiscal 2025 has been approved on a non-binding advisory basis and the appointment of price warehouse cooper's llp as the company's independent registered public accounting firm for fiscal year 2026 has been ratified and that is all mr secretary thank you As these voting results are preliminary, the final vote results will be filed with the SEC in a Form 8-K within four business days.
Mr. Chairperson, the formal portion of this meeting is concluded, there being no other matters to come before this meeting. With the Chairperson's permission, I recommend that the Chairperson adjourn the meeting.
Any appropriate questions that were submitted apply to this and we reserve the right.
There were no questions submitted. I will turn it back over to you, Mr. Chairperson.
Thank you, Christina.
I would like to thank on behalf of the board, everyone for attending the 2020...
Ladies and gentlemen, the call is concluded. You may now disconnect.
5:09 to 10:31 · One card per analyst, follow-ups included. Each plays from its start, and the one being answered is marked.
Yes. Thank you, Mr. Secretary. we have determined that there are stockholders represented at this meeting holding shares of Class A common stock, representing at least one-third of the outstanding shares of Class A common stock. Under the company's amended and restated bylaws, this is sufficient for a quorum and for…
Gregory J. Henchel: Thank you. As a quorum is present, we will now turn to the three items of business, which are described in our 2026 proxy statement. I can confirm that there were no stockholder nominations or proposals for business for this meeting other than the three…
Also speaking: Nigel Travis, Christina Chiu