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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

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

Delaware1-1210731-1469076
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification No.)
6301 Fitch Path,New Albany,Ohio43054
(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 classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 Par ValueANFNew 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 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, 2024By:/s/ Gregory J. Henchel
Gregory J. Henchel
Executive Vice President, General Counsel and Corporate Secretary



Exhibit 99.1

Abercrombie & Fitch Co. Announces Election of Andrew Clarke to its Board of Directors
Clarke brings global, executive leadership and a deep connection to consumers around the world

NEW ALBANY, Ohio, August 22, 2024 (GLOBE NEWSWIRE) -- Abercrombie & Fitch Co. (NYSE: ANF), a leading, global omnichannel specialty retailer of apparel and accessories, today announced the election of Andrew Clarke to its Board of Directors, effective August 21, 2024.

Mr. Clarke, 51, is the Global President of Mars Snacking, a division of Mars, Incorporated. In this role, which he has held since 2018, Clarke is responsible for overseeing one of the world’s most iconic portfolio of snack brands, which represents a significant portion of Mars’ total business. He has more than 30 years in consumer-focused industries, with the last 24 years at Mars in roles of increasing responsibility. Clarke started with Mars in UK sales, before moving into various general management and regional roles across Europe and Latin America. He then took on a global role as Chief Customer and Marketing Officer before moving into his current position, which is based in Chicago. Clarke has spent more than nine years on the Mars leadership team and brings a true global perspective to his role.

Clarke started his career at British retailer Marks & Spencer, spending four years there before joining Mars.

“We are thrilled to welcome Andrew to Abercrombie & Fitch Co.’s Board of Directors. With decades of executive experience in consumer goods and a deep understanding of consumers around the world, he will bring a dynamic, global perspective as we navigate the company’s next chapter of growth,” said Nigel Travis, Chairperson of the Board. “His strategic capabilities, diverse geographic experience, work in a multi-brand environment and track-record of successfully driving growth will be a tremendous asset to the Board and company.”

“I’m honored to join Abercrombie & Fitch Co.’s Board of Directors,” said Clarke. “I have nothing but admiration and respect for the company’s recent success, made possible by years of transformational work, the strength of their iconic, global brands and the incredible culture they have built. 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,” he 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 & Fitch and Hollister, 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 750+ stores across North America, Europe, Asia and the Middle East, as well as the e-commerce sites abercrombie.com, abercrombiekids.com and HollisterCo.com.

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