Abercrombie & Fitch Co /De/ DEF 14A Filing

Ticker: ANF · Form: DEF 14A · Filed: Apr 29, 2024 · CIK: 1018840

Abercrombie & Fitch Co /De/ DEF 14A Filing Summary
FieldDetail
CompanyAbercrombie & Fitch Co /De/ (ANF)
Form TypeDEF 14A
Filed DateApr 29, 2024
Pages15
Reading Time18 min
Key Dollar Amounts$4.28 billion, $0.01, $8 million, $3.5 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Abercrombie & Fitch Co /De/ (ticker: ANF) to the SEC on Apr 29, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $4.28 billion (nds and Company. We ended the year with $4.28 billion in net sales, up 16% to Fiscal 2022, an); $0.01 (eld our Class A Common Stock, par value $0.01 per share (the "Common Stock"), as of t); $8 million (ation on our partners) a Donated over $8 million to charitable causes and $3.5 million t); $3.5 million (ver $8 million to charitable causes and $3.5 million through in-kind giving with the help of).

How long is this filing?

Abercrombie & Fitch Co /De/'s DEF 14A filing is 15 pages with approximately 4,470 words. Estimated reading time is 18 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,470 words · 18 min read · ~15 pages · Grade level 16.9 · Accepted 2024-04-29 16:42:21

Key Financial Figures

  • $4.28 billion — nds and Company. We ended the year with $4.28 billion in net sales, up 16% to Fiscal 2022, an
  • $0.01 — eld our Class A Common Stock, par value $0.01 per share (the "Common Stock"), as of t
  • $8 million — ation on our partners) a Donated over $8 million to charitable causes and $3.5 million t
  • $3.5 million — ver $8 million to charitable causes and $3.5 million through in-kind giving with the help of

Filing Documents

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Proxy Statement may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," "should," "are confident," "will," "could," "outlook," or the negative versions of those words or other comparable words and similar expressions may identify forward-looking statements. There can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate. Factors that could cause results to differ from those expressed in the forward-looking statements include, but are not limited to, the risks disclosed in "ITEM 1A. RISK FACTORS" of our Fiscal 2023 Form 10-K, and otherwise in our reports and filings with the SEC, as well as the following factors: our ability to execute on, and maintain the success of, our strategic and growth initiatives, including those outlined in our 2025 Always Forward Plan; our ability to appropriately address environmental, social, and governance ("ESG") matters, including setting, meeting, or accurately reporting our progress on ESG-related initiatives and goals; our ability to attract or retain talent; failure to protect our reputation; or cybersecurity threats and privacy or data security-related risks. The inclusion of forward-looking statements herein should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements whether as a result of new information, future events, or otherwise. Incorporation by Reference Neither the Report of the Compensation and Human Capital Committee o

Executive Compensation Highlights

Executive Compensation Highlights 6 Voting Matters and Recommendations 8 Proposal 1 — Election of Directors 9 Nominees for Our Board of Directors 10 Corporate Governance 16 Governance Principles 16 Role of the Board 17 Board Leadership Structure 17 Board Refreshment and Tenure 18 Board Diversity 19 Director Nominations 19 Director Qualifications and Consideration of Director Candidates 21 Committees of the Board and Meeting Attendance 22 Board Evaluation Process 27 Board Role in Risk Oversight 27 Environmental and Social Matters 30 Director Independence and Related Person Transactions 33 Other Corporate Governance Matters 34 Compensation of Directors 36 Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation 39 Compensation Discussion and Analysis 40 Report of the Compensation and Human Capital Committee on Executive Compensation 55

Executive Compensation Tables

Executive Compensation Tables 56 Additional Compensation Information 67 O wnership of Our Shares 72 E quity Co mpensation P lans 75 Audit and Finance Committee Matters 77 Report of the Audit and Finance Committee 77 Proposal 3 — Ratification of Independent Registered Public Accounting Firm 79 Audit Fees 80 Stockholder Proposals and Nominations for 202 5 Annual Meeting 81 Additional Information About Our Annual Meeting and Voting 82 Other Matters 87 Appendix A — Non-GAAP Measures A- 1 Proxy Statement Summary ABOUT ABERCROMBIE & FITCH CO. We are a global, digitally-led, omnichannel retailer offering a broad assortment of apparel, personal care products, and accessories for men, women, and kids. We sell our products primarily through our Company-owned stores and digital channels, as well as through various third-party arrangements. We operate primarily in North America, Europe, the Middle East, and Asia. Corporate Purpose Our corporate purpose informs our mission, shapes our vision, fuels our purpose-led brands, and inspires our global associates. It is our North Star and "why" we do what we do every day. We are here for you on the journey to being and becoming who you are. Our Brands Our brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style. ABERCROMBIE BRANDS HOLLISTER BRANDS Abercrombie & Fitch believes that every day should feel as exceptional as the start of the long weekend. Since 1892, the brand has been a specialty retailer of quality apparel, outerwear, and fragrance – designed to inspire our global customers to feel confident, be comfortable and face their Fierce. abercrombie kids is a global specialty retailer of quality, comfortable, made-to-play favorites. abercrombie kids sees the world through kids' eyes and believe kids should feel exceptional every single day. The quintessen

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS For a detailed discussion of our executive compensation program, please see the "Compensation Discussion and Analysis" section of this Proxy Statement beginning on page 40 . In the "Compensation Discussion and Analysis" section, our Compensation and Human Capital Committee, sometimes referred to herein as the "Compensation Committee," is referred to as the "Committee." Compensation Practices The following compensation practices demonstrate how we believe our executive compensation program reflects best practices and reinforces our culture and values: a Practices We Employ X Practices We Avoid a Emphasis on at-risk pay X Excise tax gross-up payments a Rigorous performance metrics X Derivatives or hedging of equity securities a Robust stock ownership guidelines X Pledging of equity securities a Benchmark NEO pay against a compensation peer group X Liberal stock option or SAR recycling provisions a Annual "say on pay" vote X Multi-year employment agreements with NEOs a Compensation Committee retains an independent compensation consultant X Modification of out-of-the money stock options or stock appreciation rights without stockholder approval a Conservative compensation risk profile X Dividend equivalents on certain equity awards a Double-trigger equity vesting in the event of a change of control a Incentive compensation clawback policy, including recoupment for certain conduct in addition to mandatory recoupment in the event of an accounting restatement Fiscal 2023 Compensation Program Elements The following table summarizes the compensation elements provided for our named executive officers (sometimes referred to herein as our "NEOs") in Fiscal 2023: Element Purpose Metric Base Salary Fixed annual cash compensation to attract and retain executive officers Established after review of base salaries for executive officers at companies in our compensation peer group and the performance of each of our NEOs Annual C

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