Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2023 (the "Effective Date"), the Board of Directors (the
"Board") of Abercrombie & Fitch Co. (the "Company") increased the size of the
Board from 10 members to 11 members and appointed Helen Vaid as a director of
the Company (the "Appointment"), with such Appointment to be effective
immediately. Ms. Vaid's term will continue until the Company's 2023 Annual
Meeting of Stockholders (the "2023 Annual Meeting").
Ms. Vaid will receive the same compensation and benefits as other non-associate
directors consistent with and pursuant to the Company's non-associate director
compensation program, as described on page 37 of the Company's definitive proxy
statement on Schedule 14A filed with the Securities and Exchange Commission on
April 25, 2022 . All such compensation will be pro-rated for the period
beginning on the Effective Date and ending on the date of the Company's 2023
Annual Meeting.
There are no arrangements or understandings between Ms. Vaid or any other
persons pursuant to which she was named a director of the Company. There are no
family relationships between Ms. Vaid and any director or executive officer of
the Company, and the Company has not entered into any transactions with Ms. Vaid
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
Ms. Vaid'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 February 17, 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.
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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 February 17, 2023
104 Cover Page Interactive Data File - the cover page Inline XBRL tags are
embedded within the Inline XBRL document
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