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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): June 11, 2025
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| Abercrombie & Fitch Co. |
| (Exact name of registrant as specified in its charter) |
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| 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) |
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| 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:
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Abercrombie & Fitch Co. (the “Company”) held on June 11, 2025 by means of remote communication (the “Annual Meeting”), the Company’s stockholders considered and voted on the matters listed below, each of which is described in greater detail in the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1 – Elect the Ten Director Nominees Named in the Proxy Statement to Serve Until the 2026 Annual Meeting of Stockholders
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Kerrii B. Anderson | 37,205,504 | | | 643,772 | | | 47,369 | | | 4,282,340 | |
| Andrew Clarke | 37,800,138 | | | 62,151 | | | 34,356 | | | 4,282,340 | |
| Susie Coulter | 37,792,301 | | | 58,872 | | | 45,472 | | | 4,282,340 | |
| James A. Goldman | 37,250,757 | | | 609,815 | | | 36,073 | | | 4,282,340 | |
| Fran Horowitz | 37,827,753 | | | 35,729 | | | 33,163 | | | 4,282,340 | |
| Helen E. McCluskey | 37,682,644 | | | 178,003 | | | 35,998 | | | 4,282,340 | |
| Arturo Nuñez | 37,800,434 | | | 63,046 | | | 33,165 | | | 4,282,340 | |
| Kenneth B. Robinson | 37,797,040 | | | 65,211 | | | 34,394 | | | 4,282,340 | |
| Nigel Travis | 37,804,147 | | | 56,758 | | | 35,740 | | | 4,282,340 | |
| Helen Vaid | 37,767,933 | | | 94,623 | | | 34,089 | | | 4,282,340 | |
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As a result of the vote disclosed above, each of the ten director nominees listed above was duly elected to serve for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders.
Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for the Fiscal Year Ended February 1, 2025 (“Say on Pay”)
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 37,077,910 | | | 776,543 | | | 42,192 | | | 4,282,340 | |
As a result of the vote disclosed above, the non-binding, advisory resolution to approve the Company’s named executive officer compensation for the fiscal year ended February 1, 2025, as reported in the Proxy Statement was duly approved by the stockholders of the Company.
Proposal 3 – Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2026
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 41,245,312 | | | 897,952 | | | 35,721 | | | — | |
As a result of the vote disclosed above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was duly ratified by the stockholders of the Company.
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.
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| | | Abercrombie & Fitch Co. | |
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Date: | June 12, 2025 | | By: | /s/ Gregory J. Henchel | |
| | | | Gregory J. Henchel | |
| | | | Executive Vice President, General Counsel and Corporate Secretary | |