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): July 26, 2022

Abercrombie & Fitch Co.

(Exact name of registrant as specified in its charter)

Delaware						1-12107	31-1469076
(State or other jurisdiction of incorporation or organization)						(Commission File Number)	(IRS Employer Identification No.)
6301 Fitch Path	,	New Albany	,	Ohio			43054
(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 class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value	ANF	New 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 July 26, 2022, Felix Carbullido notified Abercrombie & Fitch Co. (the “Company”) of his intention to step down as a member of the Company’s Board of Directors (the “Board”), effective August 1, 2022 (the “Effective Date”), in connection with his newly appointed role as President of the Williams Sonoma brand of Williams-Sonoma, Inc. The Board thanks Mr. Carbullido for his three years of service to the Company and its stockholders.

As of the Effective Date, the Board has reduced its size from 11 to 10 members.

Item 7.01 Regulation FD Disclosure.

On August 1, 2022, the Company issued a news release regarding Mr. Carbullido’s departure from the Board, 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	News release issued by Abercrombie & Fitch Co. on August 1, 2022
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 1, 2022	By:	/s/ Gregory J. Henchel
			Gregory J. Henchel
			Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Abercrombie & Fitch Co. announces changes to its Board of Directors

New Albany, Ohio, August 1, 2022 — Abercrombie & Fitch Co. (NYSE: ANF), a leading, global omni-channel specialty retailer of apparel and accessories, today announced a change in its Board of Directors. Effective today, Felix Carbullido will no longer serve on Abercrombie & Fitch Co.’s Board.

After three years with the company, Mr. Carbullido is stepping down from A&F Co.’s Board due to an increase in responsibilities given his newly appointed role as President of the Williams Sonoma brand of Williams-Sonoma, Inc.

“We are thrilled for Felix and his promotion to lead the Williams Sonoma brand. I, along with Fran, would like to thank him for the important role he has played at A&F Co., most notably for his contributions to the Compensation and Human Capital Committee and the Environmental, Social, and Governance Committee. We thank him for his commitment to our brands over the last few years and we wish him all the best in his new role,” said Terry Burman, Chairperson of the Board of Directors, Abercrombie & Fitch Co.

###

About Abercrombie & Fitch Co.Abercrombie & Fitch Co. (NYSE: ANF) is a leading, global, omnichannel specialty retailer of apparel and accessories for men, women and kids through five renowned brands. The iconic Abercrombie & Fitch brand was born in 1892 and aims to make every day feel as exceptional as the start of a long weekend. abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better anything. The Hollister brand believes in liberating the spirit of an endless summer inside everyone and making teens feel celebrated and comfortable in their own skin. Gilly Hicks, offering underwear, loungewear and activewear, is designed to give all Gen Z customers their daily dose of happy. Social Tourist, the creative vision of Hollister and social media personalities, Dixie and Charli D’Amelio, offers trend forward apparel that allows teens to experiment with their style, while exploring the duality of who they are both on social media and in real life.

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. Abercrombie & Fitch Co. operates approximately 730 stores under these brands across North America, Europe, Asia and the Middle East, as well as the e-commerce sites www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.gillyhicks.com and www.socialtourist.com.

Media Contact:Mackenzie Gusweiler Abercrombie & Fitch Co. (614) 283-6192 Public_Relations@anfcorp.com 

Investor Contact

Pam Quintiliano

Abercrombie & Fitch Co.

(614)-283-6751

Investor_Relations@anfcorp.com

XML

Cover	Jul. 26, 2022
Cover [Abstract]
Entity Registrant Name	Abercrombie & Fitch Co.
Document Type	8-K
Document Period End Date	Jul. 26, 2022
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12107
Entity Tax Identification Number	31-1469076
Entity Address, Address Line One	6301 Fitch Path
Entity Address, City or Town	New Albany
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43054
City Area Code	(614)
Local Phone Number	283-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 Par Value
Trading Symbol	ANF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001018840
Amendment Flag	false