Independent
Tenure on this board
8.4 yrs
Also a director at
Labcorp Holdings Inc (LH)Worthington Enterprises Inc (WOR)Sherwin Williams Co (SHW)
Meeting calendar
ANF · Annual meeting · Wednesday, June 3, 2026
Abercrombie & Fitch Co
9 nominees · 3 ballot items.
Elect nine directors; advisory vote to approve Fiscal 2025 named executive officer compensation (Say on Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for Fiscal 2026.
Market cap
$4.2B
1Y TSR
-2.2%
Board grade
C+
Record date
Apr 6, 2026
Filing
DEF 14A
Meeting concluded · Jun 3, 2026
Follow how the vote landed and what changed on Abercrombie & Fitch Co’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect nine director nominees to serve until the 2027 Annual Meeting of Stockholders.
- 2
Advisory Vote to Approve Fiscal 2025 Named Executive Officer Compensation (Say on Pay
ManagementBoard: FORNon-binding, advisory vote to approve Fiscal 2025 compensation of named executive officers as disclosed in the proxy statement.
More detail
This management proposal seeks a non-binding, advisory approval of the Company's Fiscal 2025 named executive officer compensation as disclosed in the proxy statement. Management requests shareholder endorsement of its compensation philosophy and execution, pointing to pay-for-performance design elements: majority of NEO pay is at risk, annual cash incentives tied to Adjusted EBIT and Constant Currency Net Sales, and PSAs tied to three-year average Net Sales growth, Adjusted EBIT margin, and Relative TSR. The Compensation Committee applied discretion in Fiscal 2025 — notably excluding tariff expenses and certain litigation items from Adjusted EBIT in the annual cash incentive calculations — which substantially increased annual payouts after adjustment; this discretionary treatment is explained as a response to unanticipated tariffs and litigation items largely deemed outside management’s control. The Board recommends a “FOR” vote, emphasizing strong historical stockholder support (98% approval in 2025), prudent governance features (clawbacks, stock ownership guidelines, independent compensation consultant), and overall alignment between pay and multi-year performance. Voting is advisory; the Board and Compensation Committee will consider results when setting future compensation but are not bound by the outcome.
- 3
Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal 2026
ManagementBoard: FORRatify the appointment of PwC as the Company's independent registered public accounting firm for Fiscal 2026.
Director elections
Nominees on the ballot9
Independent
Tenure on this board
1.9 yrs
Independent
Tenure on this board
6.2 yrs
Also a director at
Fossil Group Inc (FOSL)
Independent
Tenure on this board
6.2 yrs
Also a director at
Build-a-bear Workshop Inc (BBW)
Not independent
Tenure on this board
9.5 yrs
Independent
Tenure on this board
7.5 yrs
Also a director at
Signet Jewelers Ltd (SIG)
Independent
Tenure on this board
2.7 yrs
Also a director at
Estee Lauder Companies Inc (EL)
Independent
Tenure on this board
5.5 yrs
Also a director at
Occidental Petroleum Corp (OXY)
Independent
Tenure on this board
7.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.9% | 3,510,305 | $321M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 7.7% | 3,422,839 | $309M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 2,416,161 | $221M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 2,052,413 | $188M |
| 5 | STATE STREET CORP | 4.0% | 1,770,236 | $162M |
| 6 | BBFIT INVESTMENTS PTE LTD | 3.7% | 1,632,944 | $149M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.7% | 1,622,227 | $148M |
| 8 | BlackRock, Inc. | 3.6% | 1,606,689 | $147M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 1,452,628 | $133M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.9% | 1,310,296 | $120M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Abercrombie & Fitch Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Boot Barn Holdings IncBOOT
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Under Armour IncUAA
Annual meeting·Aug 26, 2026·$3.2B
Driven Brands Holdings IncDRVN
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Capri Holdings LtdCPRI
Annual meeting·Jul 29, 2026·$1.9B
Reference
Frequently asked questions
- When is the Abercrombie & Fitch Co 2026 annual meeting?
- Abercrombie & Fitch Co (ANF) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.
- What is the record date for the Abercrombie & Fitch Co 2026 meeting?
- The record date for the Abercrombie & Fitch Co 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Abercrombie & Fitch Co's 2026 meeting?
- The board is presenting 9 director nominees at the Abercrombie & Fitch Co 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Abercrombie & Fitch Co 2026 meeting?
- Shareholders will vote on 3 proposals at the Abercrombie & Fitch Co 2026 meeting, each tagged with who proposed it and the board's recommendation.
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