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): May 10, 2017

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

(614) 283-6500

(Registrant’s telephone number, including area code)

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:

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

On May 10, 2017 (the “Effective Date”), Abercrombie & Fitch Management Co. (“A&F Management”), a subsidiary of Abercrombie & Fitch Co. (“A&F” and collectively with A&F Management, the “Company”), executed and entered into agreements (the “2017 Agreements”) with a number of A&F’s executive officers, including Fran Horowitz, Joanne C. Crevoiserat, Kristin Scott and Stacia Andersen (each of whom is a named executive officer for purposes of this Current Report on Form 8-K and is referred to herein as an “NEO”). As previously disclosed in A&F’s definitive Proxy Statement for its 2017 Annual Meeting of Stockholders to be held on June 15, 2017, the Compensation and Organization Committee of the Board of Directors (the “Board”) of A&F approved the form of the 2017 Agreements on February 14, 2017. The 2017 Agreements reflect an update to certain provisions of the executive severance agreements entered into by A&F Management on July 7, 2015 with Fran Horowitz, the form of which was disclosed as Exhibit 10.2 to A&F’s Current Report on Form 8-K filed July 9, 2015 and on October 15, 2015 with Joanne C. Crevoiserat, the form of which was disclosed as Exhibit 10.2 to A&F’s Current Report on Form 8-K filed October 19, 2015 (collectively, the “2015 Agreements”) and on May 20, 2016 with each of Kristin Scott and Stacia Andersen, the forms of which were disclosed as Exhibit 10.4 and 10.2, respectively, to A&F’s Current Report on Form 8-K filed May 23, 2016 (collectively, the “2016 Agreements”). The 2017 Agreements will supercede the 2015 Agreements and the 2016 Agreements and are intended to continue to support the Company’s retention strategy and align the Company’s practices with current practices in the Company’s industry and peer group.

Term. The 2017 Agreements have an intial two-year term, followed by automatic renewal on an annual basis, unless otherwise determined by the Company or the NEO by providing notification to the contrary at least 90 days prior to the date on which the additional term would have automatically began. However, if a change of control (as defined in the 2017 Agreements) occurs during the original term or an additional term, the term of the 2017 Agreements will extend until the later of the expiration of the original term or the additional term, as applicable, or the 18-month anniversary of such change in control.

Benefits. If an NEO’s employment terminates during the term of her 2017 Agreement, the Company will, in all cases, pay to her all accrued but unpaid compensation earned by her through the date of her termination.

If the employment of an NEO is terminated by the Company without “cause” (as defined in the 2017 Agreements), other than as a result of her death or disability, or by her for “good reason” ( as defined in the 2017 Agreements) during the term (other than during the three months prior to, or the 18 months following, a change of control of the Company) and she executes a release of claims acceptable to the Company:

If the employment of an NEO is terminated by the Company without cause (other than as a result of her death or disability) or by her for good reason during the three months prior to, or the 18 months following, a change of control of the Company and she executes a release of claims acceptable to the Company:

In the case of Ms. Crevoiserat and Ms. Horowitz, these change of control benefits will be provided in lieu of the amounts payable under their respective offer letters with respect to a “Change of Control.”

If the employment of an NEO is terminated by reason of her disability, she will be entitled to receive any benefits available under the Company’s long-term disability plan (if any). If the employment of an NEO is terminated by the Company for cause, by her without good reason, or by reason of her death or disability, the outstanding equity awards held by her will vest (if at all) in accordance with the terms of her award agreements.

Restrictive Covenants. The 2017 Agreements impose various restrictive covenants on the NEOs, including non-competition, non-solicitation, non-disparagement, and confidentiality covenants. The non-competition covenant prohibits the NEOs from engaging in certain activities with identified competitors of the Company during their employment and for a period of 12 months after the termination of their employment. The non-solicitation covenant prohibits the NEOs from engaging in certain solicitation activities during their employment and for a period of 24 months after the termination of their employment.

This summary of the 2017 Agreements is qualified in its entirety by reference to the complete text of: (i) the form of 2017 Agreement entered into between A&F Management and each of Fran Horowitz and Joanne C. Crevoiserat, which is incorporated herein by reference and a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K; (ii) the form of 2017 Agreement entered into between the A&F Management and each of Kristin Scott and Stacia Andersen, which is incorporated herein by reference and a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K; (iii) the offer letter between Abercrombie & Fitch and Joanne C. Crevoiserat, together with the related Agreement between Abercrombie & Fitch Management Co. and Joanne C. Crevoiserat, which are incorporated herein by reference and copies of which were filed as Exhibit 10.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2014; and (iv) the offer letter between Abercrombie & Fitch and Fran Horowitz, which is incorporated herein by reference and a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by A&F on October 15, 2014.

Item 9.01. Financial Statements and Exhibits.

(a) through (c): Not applicable.

(d) Exhibits:

The following exhibits are included with or incorporated by reference in this Current Report on Form 8-K:

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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.

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated May 12, 2017

Abercrombie & Fitch Co.