8-K

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): January 17, 2019

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

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

6301 Fitch Path, New Albany, Ohio 43054

(Address of principal executive offices) (Zip Code)

(614) 283-6500

(Registrant's telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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 Rule 10A‑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 Item 404(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 April 30, 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 8.01. 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 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:

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on January 23, 2019

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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: January 23, 2019	By:	/s/ Gregory J. Henchel
		Gregory J. Henchel
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH CO. APPOINTS TWO MEMBERS TO ITS BOARD OF DIRECTORS

New Albany, Ohio, January 23, 2019: Abercrombie & Fitch Co. (NYSE: ANF) today announced the election of two new independent board members. Helen McCluskey, former President and Chief Executive Officer of Warnaco Group, Inc. and Nigel Travis, Chairman of Dunkin’ Brands Group, Inc., will join Abercrombie & Fitch Co.’s board of directors effective February 3, 2019. With these additions, Abercrombie & Fitch Co.’s Board expands to ten directors, four of whom are female.   

Commenting on the appointments, Abercrombie & Fitch Co. Chairman of the Board, Terry Burman, said, “We are pleased to welcome Helen and Nigel to our board, both transformative business leaders with deep experience of growing multi-billion-dollar global consumer brands. They will bring invaluable additional expertise to A&F, as we continue to transform and grow our business to become one of the leading global omnichannel apparel retailers in the world.”

Helen McCluskey, 63, most recently served as president and chief executive officer of Warnaco Group, Inc. Prior to serving as its CEO, Ms. McCluskey served as chief operating officer and group president, where she was responsible for revitalizing the Company’s core intimate apparel brands. Prior to her positions at Warnaco Group, McCluskey served as president, moderate women’s sportswear at Liz Claiborne, Inc. (now Kate Spade & Company, part of Tapestry, Inc.). Previous roles include president, Playtex Apparel at Sara Lee Corporation, where she also held the role of senior vice president, marketing.

Ms. McCluskey currently serves as a director of Dean Foods Company and is a member of its Audit and Compensation Committees. She also serves as a director of Avon Products Inc., and is Chair of its Compensation and Management Development Committee. McCluskey is a member of the Audit Committee and the Nomination and Corporate Governance Committee Chairman on the board of directors of Signet Jewelers Ltd. Previous board memberships include PVH Corp. Ms. McCluskey received a Bachelor of Science degree in mathematics from The University of Pittsburgh.

Nigel Travis, 69, currently serves as chairman of Dunkin’ Brands Group, Inc. having transitioned from executive Chairman at the end of 2018. Prior to serving as its executive chairman, Mr. Travis served as its chief executive officer, where he successfully completed an IPO and oversaw the development of thousands of restaurants globally. Prior to his positions at Dunkin’ Brands, Travis was the president and chief executive officer at Papa John’s International, Inc. His previous experience included multiple roles at Blockbuster Inc., including president and chief operating officer, and executive vice president, worldwide store and retail operations.

In addition to Dunkin’ Brands, Mr. Travis currently serves as a director of Advance Auto Parts. He also serves as a director of Office Depot, and is a member of its Audit and Compensation Committees. Previous board memberships include Lorillard Inc., Papa John’s International, Bombay Co. Inc., and Limelight Group Plc. Mr. Travis received a Bachelor of Arts degree in business administration from Middlesex University in the United Kingdom.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management or spokespeople of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the company's control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements. The following factors, in addition to those disclosed in “ITEM 1A. RISK FACTORS” of A&F's Annual Report on Form 10-K for the fiscal year ended February 3, 2018 and in A&F's subsequently filed quarterly reports on Form 10-Q, in some cases have affected, and in the future could affect, the company's financial performance and could cause actual results for Fiscal 2018 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, could have a material adverse effect on our business, results of operations and liquidity; failure to anticipate customer demand and changing fashion trends and to manage our inventory commensurately could adversely impact our sales levels and profitability; our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours; fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations; our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our stores are located in or around; the impact of war, acts of terrorism or civil unrest could have a material adverse effect on our operating results and financial condition; the expansion of our direct-to-consumer sales channels and omnichannel initiatives are significant

components of our growth strategy, and the failure to successfully develop our position across all channels could have an adverse impact on our results of operations; our international growth strategy and ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks; failure to successfully implement our strategic plans could have a negative impact on our growth and profitability; failure to protect our reputation could have a material adverse effect on our brands; our business could suffer if our information technology systems are disrupted or cease to operate effectively; we may be exposed to risks and costs associated with cyber-attacks, credit card fraud and identity theft that would cause us to incur unexpected expenses and reputation loss; our reliance on DCs makes us susceptible to disruptions or adverse conditions affecting our supply chain; changes in cost, availability and quality of raw materials, labor, transportation, and trade relations could cause manufacturing delays and increase our costs; we depend upon independent third parties for the manufacture and delivery of all our merchandise, and a disruption of the manufacture or delivery of our merchandise could result in lost sales and could increase our costs; we rely on the experience and skills of our senior executive officers and associates, the loss of whom could have a material adverse effect on our business; extreme weather conditions, including natural disasters, pandemic disease and other unexpected events, could negatively impact our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, which could result in an interruption to our business and adversely affect our operating results; fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations; our litigation exposure could have a material adverse effect on our financial condition and results of operations; failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets; changes in the regulatory or compliance landscape and compliance with changing regulations for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results; and, our Asset-Based Revolving Credit Agreement and our Term Loan Agreement include restrictive covenants that limit our flexibility in operating our business.

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About Abercrombie & Fitch Co.

Abercrombie & Fitch Co. (NYSE: ANF) is a leading, global specialty retailer of apparel and accessories for Men, Women and Kids through three renowned brands. For more than 125 years, the iconic Abercrombie & Fitch brand has outfitted innovators, explorers and entrepreneurs. Today, the brand reflects the updated attitude of modern consumer, while remaining true to its heritage of creating expertly crafted products with an effortless, American style. The Hollister brand epitomizes the liberating and carefree spirit of the endless California summer for the teen market. abercrombie kids creates smart, playful apparel for children ages 5-14, celebrating the wide-eyed wonder of childhood.

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. The Company operates more than 850 stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites www.abercrombie.com and www.hollisterco.com.

Investor Contact:	Media Contact:
Pamela Quintiliano	Ian Bailey
Abercrombie & Fitch	Abercrombie & Fitch
(614) 283-6751	(614) 283-6192
Investor_Relations@anfcorp.com	Public_Relations@anfcorp.com