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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): November 23, 2021
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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) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | |
| 6301 Fitch Path | New Albany | Ohio | | | | 43054 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | | | | | |
| 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 2.02. Results of Operations and Financial Condition.
On November 23, 2021, Abercrombie & Fitch Co. (the “Company”) issued a news release (the “Release”) reporting the Company’s unaudited financial results for the third quarter ended October 30, 2021. A copy of the Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In conjunction with the Release, the Company also made available additional unaudited quarterly financial information for the first quarter ended May 1, 2021, the second quarter ended July 31, 2021, the third quarter ended October 30, 2021, and for each of the quarters in the fiscal year ended January 30, 2021. The Company also made available additional unaudited financial information for the fiscal years ended January 30, 2021, February 1, 2020, February 2, 2019 and February 3, 2018. The additional financial information is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
In conjunction with the Release, the Company also made available an investor presentation of results for the third quarter ended October 30, 2021. The presentation, which is available under the “Investors” section of the Company’s website, located at corporate.abercrombie.com, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Information on the Company’s website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission.
The Company’s management conducted a conference call on November 23, 2021 to review the Company’s financial results for the third quarter ended October 30, 2021. A copy of the transcript of the conference call is included as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
As announced in the Release, the Board of Directors of the Company approved a new share repurchase program pursuant to which the Company may, from time to time, repurchase up to $500 million of the Company’s Class A Common Stock. This authorization replaced the February 2021 share repurchase authorization, which had approximately 3.9 million shares remaining available for repurchase upon its cancellation.
The new repurchase authorization has no time limit and does not require the repurchase of a minimum number of shares. Shares may be repurchased on the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and actual number of common shares to be repurchased will depend upon market conditions, eligibility to trade, and other factors.
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 |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 99.4 | | |
| 104 | | Cover Page Interactive Data File (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.
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| | Abercrombie & Fitch Co. |
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| Dated: November 24, 2021 | By: | /s/ Scott Lipesky |
| | | Scott Lipesky |
| | | Executive Vice President and Chief Financial Officer |