Form 8-K - Current report

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): November 7, 2023


Abercrombie & Fitch Co.
(Exact name of registrant as specified in its charter)


Delaware						1-12107	31-1469076
(State or other jurisdiction of incorporation or organization)						(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path	,	New Albany	,	Ohio			43054
(Address of principal executive offices)							(Zip Code)

Registrant’s telephone number, including area code					(614)	283-6500


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:

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 November 7, 2023 (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 and appointed Arturo Nuñez as a non-associate director of the Company (the “Appointment”), with such Appointment effective as of the Effective Date. Mr. Nuñez’s term will continue until the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).

Mr. Nuñez will receive the same compensation and benefits as 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 36 to 38 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2023. All such compensation will be pro-rated for the period beginning on the Effective Date and ending on the date of the 2024 Annual Meeting.

There are no arrangements or understandings between Mr. Nuñez or any other persons pursuant to which he was named a director of the Company. There are no family relationships between Mr. Nuñez and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Nuñez 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. Nuñez’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 November 9, 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:


Exhibit No.						Description
99.1						News release issued by Abercrombie & Fitch Co. on November 9, 2023

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.

Date:

November 9, 2023

By:

/s/ Gregory J. Henchel

Gregory J. Henchel

Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Abercrombie & Fitch Co. Announces Election of Arturo Nuñez to its Board of Director

Nuñez brings global, customer experience-focused marketing and management expertise across multiple industries

NEW ALBANY, Ohio, November 9, 2023: Abercrombie & Fitch Co. (NYSE: ANF), a leading, global omni-channel specialty retailer of apparel and accessories, today announced the election of Arturo Nuñez to its Board of Directors, effective November 7, 2023.

Mr. Nuñez, 56, is the founder and CEO of AIE Creative, a firm providing meaningful and immersive brand strategies and marketing experiences. Previously, he was the Chief Marketing Officer of Nu Holdings Ltd. (Nubank), a digital banking platform headquartered in Brazil, where he ran its global marketing efforts in Brazil, Mexico, and Colombia. He has also previously held leadership positions at Apple, Nike and the National Basketball Association, serving in marketing and general management roles across a number of markets. Mr. Nuñez currently serves on the board of directors for The Estée Lauder Companies Inc.

“We are pleased to welcome Arturo to Abercrombie & Fitch Co.’s Board of Directors. He brings decades of global business experience from top companies and brands, focused on connecting with and engaging customers around the world,” said Nigel Travis, Chairperson of the Board. “His expertise in marketing, branding, and retail innovation will be an asset to the Board and complement the company’s growth ambitions.” With Mr. Nuñez’s election, the Board of Directors expands to ten.

“I’m excited to join Abercrombie & Fitch Co.’s Board of Directors,” said Nuñez. “The company’s remarkable transformation in the retail industry, both in terms of business and culture, is nothing short of impressive. Collaborating with CEO Fran Horowitz, Nigel, the board and the management team, at this exciting juncture, is an opportunity I eagerly anticipate. I look forward to leveraging my global brand expertise to contribute to the company’s continued success,” he added.

###

About Abercrombie & Fitch Co.:

Abercrombie & Fitch Co. (NYSE: ANF) is a leading, global, omnichannel specialty retailer of apparel and accessories for men, women and kids through five renowned brands. The iconic Abercrombie & Fitch brand was born in 1892 and aims to make every day feel as exceptional as the start of a long weekend. abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better anything. The Hollister brand believes in liberating the spirit of an endless summer inside everyone and making teens feel celebrated and comfortable in their own skin. Gilly Hicks, offering active lifestyle products, is designed to create happiness through movement. Social Tourist, the creative vision of Hollister and social media personalities, Dixie and Charli D’Amelio, offers trend forward apparel that allows teens to experiment with their style, while exploring the duality of who they are both on social media and in real life.

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. Abercrombie & Fitch Co. operates approximately 770 stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.gillyhicks.com and www.socialtourist.com.


Investor Contact: Mohit Gupta (614) 283-6751 Investor_Relations@anfcorp.com			Media Contact: Kate Wagner (614) 283-6192 Public_Relations@anfcorp.com

Cover	Nov. 07, 2023
Cover [Abstract]
Entity Registrant Name	Abercrombie & Fitch Co.
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12107
Entity Tax Identification Number	31-1469076
Entity Address, Address Line One	6301 Fitch Path
Entity Address, City or Town	New Albany
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43054
City Area Code	(614)
Local Phone Number	283-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 Par Value
Trading Symbol	ANF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001018840
Amendment Flag	false