Abercrombie & Fitch Reports Director/Officer Changes & Filings

TL;DR

AFX filed an 8-K detailing leadership changes and other corporate updates.

AI Summary

Abercrombie & Fitch Co. filed an 8-K on November 26, 2024, reporting events as of November 20, 2024. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes amendments to articles of incorporation or bylaws, changes in fiscal year, and financial statements and exhibits.

Why It Matters

This filing indicates potential shifts in leadership or governance at Abercrombie & Fitch, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — The filing is routine corporate disclosure and does not indicate immediate financial distress or significant negative events.

Key Players & Entities

• Abercrombie & Fitch Co. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• November 20, 2024 (date) — Date of earliest event reported
• November 26, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 Par Value ANF New York Stock Exchange
• $500,000 — l will receive an annual base salary of $500,000, and starting with the Company's fiscal
• $750,000 — grant date fair value of approximately $750,000 for Fiscal 2025 (the "Fiscal 2025 Equit

Filing Documents

• anf-20241120.htm (8-K) — 50KB
• a11-20x2024form8xkxex31.htm (EX-3.1) — 250KB
• a11-20x2024form8xkxex991.htm (EX-99.1) — 10KB
• 0001018840-24-000079.txt ( ) — 484KB
• anf-20241120.xsd (EX-101.SCH) — 2KB
• anf-20241120_lab.xml (EX-101.LAB) — 22KB
• anf-20241120_pre.xml (EX-101.PRE) — 13KB
• anf-20241120_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On the Effective Date, the Board adopted the following amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of the Effective Date: Section 1.09 of the Bylaws has been amended to revise and clarify the scope of certain procedures and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding other business at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) ("Stockholder Proposals"), including by providing definitions of certain terms to provide additional clarification regarding the background information and disclosures required by proposing stockholders and any Stockholder Associated Person (as defined in the Bylaws) (the "Required Background Information and Disclosures"). Section 1.10(E) was added to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board. Section 2.04 of the Bylaws has been amended to revise and clarify the scope of certain procedures and disclosure requirements set forth in the advance notice provisions for stockholder nominations of directors ("Stockholder Nominations"), including by revising such provisions to include a cross-reference to Section 1.09 of the Bylaws to ensure that the Required Background Information and Disclosures is consistent for Stockholder Proposals and Stockholder Nominations. Section 7.01 of the Bylaws has been amended to provide for the optionality for the issuance of uncertificated shares. The Bylaws, as amended, also incorporate certain clarifying, ministerial, non-substantive, and conforming changes. The foregoing description of the amendments to the Bylaws is a summary and is qualified in its entirety by reference to the full

01. Financial Statements and Exhibits

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 3.1 Amended and Restated Bylaws of Abercrombie & Fitch Co., effective as of November 20, 2024 99.1 News release issued by Abercrombie & Fitch Co. on November 26, 2024 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: November 26, 2024 By: /s/ Gregory J. Henchel Gregory J. Henchel Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR