Abercrombie & Fitch (ANF) Proxy filing summary

Executive summary

• Achieved record net sales of $5.27 billion in Fiscal 2025, a 6% increase over the prior year, with double-digit operating margins and strong cash flow generation, enabling $450 million in share repurchases.

• Omnichannel growth continued for the third consecutive year, with net store openings for the fourth year in a row and digital platforms surpassing one billion visits.

• Entered Fiscal 2026 with a strong balance sheet, clear priorities for global growth, cost stabilization, and continued investment in technology and customer experience.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of nine directors for one-year terms, (2) advisory approval of Fiscal 2025 executive compensation (Say on Pay), and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for Fiscal 2026.

• Board recommends voting FOR all director nominees, FOR Say on Pay, and FOR auditor ratification.

• Proxy access and shareholder proposal procedures are outlined, with deadlines for 2027 proposals provided.

Board of directors and corporate governance

• Board will reduce from ten to nine members after the meeting; eight of nine nominees are independent.

• Board diversity includes gender, racial/ethnic, and international representation; average tenure is 5.8 years.

• Board committees (Audit, Compensation, Nominating, Executive) are fully independent, with clear charters and annual evaluations.

• No poison pill, majority voting for directors, and robust stock ownership guidelines are in place.