ABERCROMBIE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2019, 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, each to be effective February 3, 2019:
Increased the size of the Board from eight directors to ten directors, thereby creating two vacant directorships on the Board.
Elected Nigel Travis (“Mr. Travis”) and Helen E. McCluskey (“Ms. McCluskey”), collectively, the “Director Nominees” to fill the vacant directorships on the Board. The Director Nominees will serve as directors of the Company for an initial term ending at the Company’s 2019 Annual Meeting of Stockholders. Board Committee assignments will be determined at a later date.
The Board determined that the Director Nominees meet 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 and Finance Committee under SEC Rule10A‑3 promulgated under the Securities Exchange Act of 1934, as amended, and for members of the Compensation and Organization Committee under the New York Stock Exchange Corporate Governance Standards and the charter of the Compensation and Organization Committee.
The Board determined that the Director Nominees are independent and free of any material relationship with the Company or any of the Company’s subsidiaries, other than through their service as a director of the Company. The Board also determined that neither the Director Nominees nor any of their 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.
As non-associate directors, Mr. Travis and Ms. McCluskey will receive compensation determined and paid 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 2018 Annual Meeting of Stockholders, which was filed with the SEC on April30, 2018. All such compensation will be pro-rated for the period from February 3, 2019, the effective date of the Board’s election of the Director Nominees, to the date of the Company’s 2019 Annual Meeting of Stockholders.
Item 5.02. Other Events.
On January 23, 2019, the Company issued a press release announcing the election of Mr. Travis and Ms. McCluskey as directors of the Company. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02. Financial Statements and Exhibits.
(a) through (c) Not applicable
The following exhibit is included with this Current Report on Form 8-K:
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ABERCROMBIE & FITCH CO /DE/ Exhibit
EX-99.1 2 exhibit9911-23×2019.htm EXHIBIT 99.1 Exhibit Exhibit 99.1ABERCROMBIE & FITCH CO. APPOINTS TWO MEMBERS TO ITS BOARD OF DIRECTORS New Albany,…
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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.