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Abercrombie & Fitch (NYSE: ANF) investors approve board, pay plan and PwC

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Abercrombie & Fitch Co. reported the results of its annual stockholder meeting held on June 3, 2026. Stockholders elected nine director nominees, including Kerrii B. Anderson and Fran Horowitz, each to serve until the 2027 annual meeting.

Stockholders approved the advisory "say on pay" proposal covering compensation for named executive officers for the fiscal year ended January 31, 2026, with 37,441,578 votes for and 851,288 against. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 39,593,508 votes for and 1,740,606 against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes for 37,441,578 votes Advisory approval of named executive officer compensation for FY ended January 31, 2026
Say-on-pay votes against 851,288 votes Advisory approval of named executive officer compensation
Auditor ratification votes for PwC 39,593,508 votes Ratification of PricewaterhouseCoopers LLP for FY ending January 30, 2027
Auditor ratification votes against PwC 1,740,606 votes Ratification of PricewaterhouseCoopers LLP
Broker non-votes on non-routine items 3,024,501 votes Director elections and say-on-pay proposal
Meeting date June 3, 2026 Annual Meeting of Stockholders held by remote communication
Broker Non-Votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Named Executive Officers financial
"compensation of the Company’s Named Executive Officers for the Fiscal Year"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
say on pay financial
"Advisory Vote to Approve the Compensation ... (“Say on Pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
independent registered public accounting firm financial
"as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Definitive Proxy Statement regulatory
"described in greater detail in the Definitive Proxy Statement filed by the Company"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Understanding 8-K Material Events →
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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): June 3, 2026

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

Delaware1-1210731-1469076
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification No.)
6301 Fitch Path,New Albany,Ohio43054
(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:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 Par ValueANFNew 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 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 3, 2026 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 20, 2026 (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 Nine Director Nominees Named in the Proxy Statement to Serve Until the 2027 Annual Meeting of Stockholders
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Kerrii B. Anderson37,742,958 559,242 23,938 3,024,501 
Andrew Clarke38,276,302 29,727 20,109 3,024,501 
Susie Coulter38,276,514 25,556 24,068 3,024,501 
James A. Goldman37,976,045 329,340 20,753 3,024,501 
Fran Horowitz38,281,561 24,673 19,904 3,024,501 
Helen E. McCluskey38,276,569 29,087 20,482 3,024,501 
Arturo Nuñez38,279,236 26,350 20,552 3,024,501 
Kenneth B. Robinson38,278,611 27,115 20,412 3,024,501 
Nigel Travis38,271,706 33,487 20,945 3,024,501 

As a result of the vote disclosed above, each of the nine director nominees listed above was duly elected to serve for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders.


Proposal 2 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for the Fiscal Year Ended January 31, 2026 (“Say on Pay”)
Votes ForVotes AgainstAbstentionsBroker Non-Votes
37,441,578 851,288 33,272 3,024,501 

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 January 31, 2026, 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 30, 2027

Votes ForVotes AgainstAbstentionsBroker Non-Votes
39,593,508 1,740,606 16,525 — 

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 30, 2027 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 4, 2026By:/s/ Gregory J. Henchel
Gregory J. Henchel
Executive Vice President, Chief Legal Officer and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Abercrombie & Fitch (ANF) stockholders approve at the 2026 annual meeting?

Stockholders elected nine directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor. These outcomes keep the existing board structure, pay program, and audit relationship in place for the coming fiscal year.

How did Abercrombie & Fitch (ANF) stockholders vote on director elections?

Nine director nominees, including Fran Horowitz and Nigel Travis, were elected to serve until the 2027 annual meeting. Each nominee received a clear majority of votes cast, with millions of votes in favor and relatively few votes against or abstentions.

Was Abercrombie & Fitch (ANF) executive compensation approved in the 2026 say-on-pay vote?

Yes. The advisory say-on-pay proposal received 37,441,578 votes for, 851,288 against, and 33,272 abstentions. This result indicates stockholder support for the company’s named executive officer compensation for the fiscal year ended January 31, 2026, as described in the proxy statement.

Who is Abercrombie & Fitch’s (ANF) auditor after the 2026 stockholder vote?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027. The firm received 39,593,508 votes for, 1,740,606 against, and 16,525 abstentions, confirming continued engagement as the company’s external auditor.

When was Abercrombie & Fitch’s (ANF) 2026 annual meeting held and how was it conducted?

The annual meeting was held on June 3, 2026, and conducted by means of remote communication. Stockholders participated and voted on proposals electronically, consistent with modern virtual meeting formats allowed under applicable corporate and securities rules.

How many broker non-votes occurred on Abercrombie & Fitch (ANF) 2026 proposals?

For director elections and the say-on-pay proposal, there were 3,024,501 broker non-votes. Broker non-votes arose when brokers held shares in street name but did not receive specific voting instructions from beneficial owners on non-routine matters.

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