anf-20240310


Delaware						1-12107	31-1469076
(State or other jurisdiction of incorporation or organization)						(Commission File Number)	(IRS 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

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:

☐ 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))

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 10, 2024, the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”) adopted and approved an amendment and restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the “Short-Term Cash Incentive Plan”) in the form of the “Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan” (as so amended and restated, the “A&R Short-Term Cash Incentive Plan”).

Pursuant to the A&R Short-Term Cash Incentive Plan, the following amendments were made to the Short-Term Cash Incentive Plan:

•The maximum potential annual incentive compensation target opportunity has been increased from 175% to 200% of a participating associate’s base salary. As a result, annual incentive compensation targets under the A&R Short-Term Cash Incentive Plan for participating associates may range from 5% to 200% of base salary.

•The maximum dollar amount to be paid to a participating associate for any fiscal year under the A&R Short-Term Cash Incentive Plan has been increased from $5,000,000 to $6,500,000.

The foregoing summary of the amendments to the Short-Term Cash Incentive Plan reflected in the A&R Short-Term Cash Incentive Plan is qualified in its entirety by reference to the complete text of the A&R Short-Term Cash Incentive Plan, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.


Exhibit No.						Description
10.1						Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (filed herewith)

104						Cover Page Interactive Data File - the cover page Inline XBRL tags are embedded within the Inline XBRL document

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:

March 13, 2024

By:

/s/ Gregory J. Henchel

Gregory J. Henchel

Executive Vice President, General Counsel and Corporate Secretary


Abercrombie & Fitch Co.
(Exact name of registrant as specified in its charter)


Not Applicable
(Former name or former address, if changed since last report)