ABERCROMBIE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February23, 2018, 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, effective immediately:
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Increased the size of the Board from nine directors to ten directors, thereby creating one vacant directorship on the Board. |
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Elected Kerrii B. Anderson to fill the vacant directorship in the Board and appointed Ms.Anderson to serve as a member of the Audit and Finance Committee of the Board (the “Audit Committee”). Ms.Anderson will serve as a director of the Company for an initial term ending at the Company’s 2018 Annual Meeting of Stockholders. |
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The Board determined that Ms.Anderson 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 as well as for members of the Audit Committee under SEC Rule10A‑3 promulgated under the Securities Exchange Act of 1934, as amended, and that she is independent and free of any material relationship with the Company or any of the Company’s subsidiaries, other than through her service as a director of the Company. The Board also determined that neither Ms.Anderson nor any of her immediate family members has had (or proposes to have) a direct or indirect interest in a transaction in which the Company or any of the Company’s subsidiaries was (or is to be) a participant, that would be required to be disclosed under Item404(a) of SEC Regulation S‑K. |
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As a non-associate director, Ms.Anderson will receive compensation in the same manner as the Company’s other non-associate directors, which compensation the Company previously disclosed in the Company’s definitive proxy statement for the 2017 Annual Meeting of Stockholders, which was filed with the SEC on April26, 2017. All such compensation will be pro-rated for the period from the Board’s election of Ms.Anderson as a director on February23, 2018 to the date of the Company’s 2018 Annual Meeting of Stockholders. |
Item 8.01. Other Events.
On February 27, 2018, the Company issued a press release announcing the election of Kerrii B. Anderson 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 exhibit is included with this Current Report on Form 8-K:
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ABERCROMBIE & FITCH CO /DE/ ExhibitEX-99.1 2 a2-27x20181exhibit991.htm EXHIBIT 99.1 Exhibit ABERCROMBIE & FITCH CO. APPOINTS KERRII B. ANDERSON AS DIRECTOR New Albany,…To view the full exhibit click here
About ABERCROMBIE & FITCH CO. (NYSE:ANF)
Abercrombie & Fitch Co. (A&F) is a specialty retailer that operates stores and direct-to-consumer operations. Through these channels, the Company sells products, including casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters and outerwear; personal care products, and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. Its segments include Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister. A&F operates approximately 750 stores in the United States and over 180 stores outside of the United States. It operates Websites for each brand, both domestically and internationally. The Websites are available in over 10 languages, accepting over 30 currencies and shipping to over 120 countries. It sources merchandise through over 150 vendors located throughout the world, primarily in Asia and Central America.
