Abercrombie & Fitch Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ANF
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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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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
| 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 | |||||||||||||||||||
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”)
| 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
| 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.
| Abercrombie & Fitch Co. | |||||||||||||||||
Date: | June 12, 2025 | By: | /s/ Gregory J. Henchel | ||||||||||||||
| Gregory J. Henchel | |||||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||