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.) |
• | 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. |
Exhibit No. | Description | |
99.1 |
Abercrombie & Fitch Co. | |||
Dated: January 23, 2019 | By: | /s/ Gregory J. Henchel | |
Gregory J. Henchel | |||
Senior Vice President, General Counsel and Corporate Secretary |