Abercrombie & Fitch Company filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$ANF
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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 21, 2024
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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 August 21, 2024 (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 Andrew Clarke as a non-associate director of the Board (the “Appointment”), with such Appointment effective as of the Effective Date. Mr. Clarke’s term will continue until the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and until his successor is duly elected and qualified.
Mr. Clarke 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 page 36 to 37 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024. All such compensation will be pro-rated for the period beginning on the Effective Date and ending on the date of the 2025 Annual Meeting.
There are no arrangements or understandings between Mr. Clarke or any other persons pursuant to which he was appointed a director. There are no family relationships between Mr. Clarke and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Clarke 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 Mr. Clarke’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 22, 2024, 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 22, 2024 | By: | /s/ Gregory J. Henchel | |||||||||||
| Gregory J. Henchel | ||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||