Abercrombie & Fitch (ANF) Proxy Filing summary

Executive summary

• Achieved record financial results in Fiscal 2024: $4.95B net sales (up 16%) and $741M operating income, surpassing 2025 targets.

• Both Abercrombie and Hollister brands delivered double-digit sales growth; digital channels accounted for 46% of sales.

• Strengthened balance sheet by eliminating funded debt and returning $230M to shareholders via share repurchases.

• Continued Board refreshment, adding Andrew Clarke as a new independent director in August 2024.

Voting matters and shareholder proposals

• Shareholders to vote on: election of ten directors, advisory approval of executive compensation (Say on Pay), and ratification of PwC as auditor for Fiscal 2025.

• Board recommends voting FOR all proposals.

• Proxy access and majority voting for directors; no poison pill in place.

Board of directors and corporate governance

• Board consists of ten members, nine of whom are independent; Chairperson and CEO roles are separated.

• Board diversity: 50% female, 30% racially/ethnically diverse, average tenure 4.5 years.

• Five standing committees: Audit, Compensation, Nominating, ESG, and Executive; all committee members are independent except the Executive Committee.

• Annual Board and committee self-evaluations conducted with third-party input.