Abercrombie & Fitch Co. (ANF) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to Abercrombie & Fitch 2020 Annual Meeting. I will now turn the program over to Mr. Henchel.

Good morning. I'm Greg Henchel, Senior Vice President, General Counsel and Corporate Secretary of Abercrombie & Fitch Co. On behalf of our Board and senior management, welcome to our 2020 annual meeting of stockholders. This year, we will be holding our meeting in a virtual format due to public health concerns relating to the COVID-19 pandemic. Before we call the meeting to order, I will note that we are not presenting the business update this year. Our fiscal 2019 annual report on Form 10-K and our 2020 proxy statement are available on our investors website at corporate.abercrombie.com within the Our Company, Corporate Governance tab. We have also made several announcements providing business updates as a result of the COVID-19 pandemic, which has been filed with the SEC under Form 8-K and also via press releases available within the Investors tab of our website on the News/Events page. We remind you that any forward-looking statements made during this annual meeting are subject to the safe harbor statement found in our SEC filings. Although we are conducting the meeting virtually, we are accepting questions from stockholders. Only valid stockholders who have logged into the web portal may submit questions through the question box on the web portal for this annual meeting. Please remember only questions relevant to the meeting and pertinent to the matters preferably for the meeting will be addressed. We will address all valid questions at the end of this meeting. Please note this meeting is being recorded. Following the introduction of Directors, other director nominees, management and guests, we will address the items to be acted upon. On the line from our Board of Directors, we have Terry Burman, our Nonexecutive Chairman of the Board; Kerrii Anderson; Felix Carbullido; Sarah Gallagher; Michael Greenlees; Archie Griffin; Fran Horowitz, the company's Chief Executive Officer; Helen McCluskey; Charlie Perrin; and Nigel Travis, each of whom is a nominee for reelection. We also have Susie Coulter and Jim Goldman, 2 director nominees, joining us on the line. Also joining us are Tina John of the company; and Betsy Farrar of the law firm Vorys, Sater, Seymour and Pease LLP, who have been appointed to serve as the inspectors for this meeting. Ryan Swincicki from PwC, the company's independent registered public accounting firm, is also on the line and will be available to answer any relevant questions at the end of the meeting. Now I'd like to invite our Nonexecutive Chairman of the Board, Terry Burman, to start the meeting.

Good morning, and welcome. I'm Terry Burman, Nonexecutive Chairman of the Board of Abercrombie & Fitch Co. Welcome to our 2020 annual meeting of stockholders. I'd like to thank Greg Henchel, the company's Senior Vice President, General Counsel and Corporate Secretary, for the introduction. He will act as secretary of the meeting and will be back shortly to run the formal part of this meeting. As Greg mentioned, we will not be providing a business update today. Our first quarter of fiscal year 2020 ended May 2, 2020, and we plan to announce our first quarter results within the next few weeks. During this unprecedented time, we continue to focus on the well-being of our associates, our customers, our partners and our communities and are committed to being a responsible global corporate citizen. We are also committed to preserving our team's ability to respond quickly to the rapidly evolving conditions while serving the needs of all of our stakeholders, including our associates, customers and stockholders. At this time, I would like to start the formal part of this annual meeting. The 2020 annual meeting of stockholders is called to order. I would like to ask Greg Henchel to begin the formal part of this meeting and report on the notice for this meeting.

Thank you, Mr. Chairman. On April 7, 2020, a written notice of Internet availability of proxy materials was mailed to stockholders of record at the close of business on March 23, 2020, the record date for this meeting. Certified proof of mailing will be filed in the records of the meeting. On April 7, 2020, the company provided the stockholders of records with access to our online proxy materials, including the company's written notice of this meeting, the company's fiscal 2019 annual report on Form 10-K, a proxy statement and a form of proxy. Also on April 7, 2020, company filed our proxy materials with the SEC. Copy of the agenda and rules of procedure for this meeting are available on the web portal as well as a copy of the list of the registered stockholders of the company entitled to vote at this meeting. This list will remain open for examination by any stockholder of the company logged into the web portal until the close of the meeting. As I mentioned earlier, with us today are the inspectors. In addition to counting the votes received, the inspectors will determine the number of shares, which are represented in person or by proxy at this meeting. Ms. John and Ms. Farrar have submitted their oaths, which will be filed in the records of the meeting. Ms. John, are the inspectors ready to report as to the existence of a quorum?

Yes, Mr. Henchel, we are. We have determined that there are stockholders represented at this meeting holding shares of Class A common stock representing at least 1/3 of the outstanding shares of Class A common stock, which, under the company's amended and restated bylaws, is sufficient for a quorum and for transacting the business at this meeting. Accordingly, Mr. Henchel, a quorum exists for this annual meeting. Therefore, all holders of record of Class A common stock as of the close of business on March 23, 2020, are entitled to vote at this meeting on all business to come before the meeting.

Thank you. As a quorum is present, we will now turn to the 5 items of business, which are described in the proxy statement: first, to elect 12 directors, each to serve for a term of 1 year expiring at the 2021 annual meeting of stockholders; second, to vote on a nonbinding advisory resolution to approve executive compensation; third, to approve an amendment to the Abercrombie & Fitch Co. 2016 long-term incentive plan for directors to authorize 150,000 additional shares; fourth, to approve an amendment to the Abercrombie & Fitch Co. 2016 long-term incentive plan for associates to authorize 150,000 additional shares; fifth, to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending January 30, 2021, our 2020 fiscal year. With respect to proposal #1, upon the unanimous recommendation of the Nominating and Board Governance Committee, the Board of Directors has nominated the following individuals for election as directors of the company with terms expiring 1 year to 2021 annual meeting: Kerrii Anderson, Terry Burman, Felix Carbullido, Susie Coulter, Sarah Gallagher, James Goldman, Michael Greenlees, Archie Griffin, Fran Horowitz, Helen McCluskey, Charles Perrin and Nigel Travis. Since the company has not received timely notice of any other nominations, the nominations are closed. In an uncontested election, which this one is, each director will be elected if the votes cast for such nominee's election exceed the votes cast against such nominee's election. Are there any questions at this time pertain to any of the items of business for the meeting? If so, please submit them now via the web portal. Ms. John, may we open the polls?

Yes, I now declare the polls for this meeting to be open. If there is any stockholder present who has not authorized a proxy to vote and wishes to vote at this time or wishes to revoke a proxy previously submitted, you may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have already voted and do not want to change their vote do not have to take further action. [Voting]

Thank you, Ms. John. I now declare the polls closed. Based on the votes represented by proxies received thus far, sufficient votes have already been cast to elect each director nominee and to approve proposals 2 through 5. Ms. John, will you please report on the results of the vote with respect to the election of directors and proposals #2 through 5?

Mr. Secretary and Mr. Chairman, I hereby report that, first, Kerrii Anderson, Terry Burman, Felix Carbullido, Susie Coulter, Sarah Gallagher, James Goldman, Michael Greenlees, Archie Griffin, Fran Horowitz, Helen McCluskey, Charles Perrin and Nigel Travis have been elected to the Board of Directors of the company. Second, the nonbinding advisory resolution to approve executive compensation has been approved by the stockholders. Third, the amendment to the Abercrombie & Fitch 2016 long-term incentive plan for directors to authorize 150,000 additional shares has been approved by the stockholders. Fourth, the amendment to the Abercrombie & Fitch 2016 long-term incentive plan for associates to authorize 150,000 additional shares has been approved by the stockholders. And fifth, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending January 30, 2021, has been approved by the stockholders.

Thank you, Ms. John. The certificate of inspectors will be included in the records of this meeting. We will be filing the final vote results in a Form 8-K to be filed within 4 business days. Mr. Chairman, the formal part of this meeting is now concluded. There being no other matters to come before the meeting, with the Chairman's permission, I recommend that the Chairman adjourn the meeting.

Thank you, Greg. The meeting stands adjourned. Consistent with the rules of procedure, we can address any questions that were submitted now.

[Indiscernible] has ended.

Mr. Henchel and Mr. Chairman, there was one question submitted. It reads as follows: "Mr. Chairman, the recent dramatic growth in the size of passive mutual funds, corporate ownership interest in U.S. corporations, raises important public policy and corporate governance issues. Currently, BlackRock holds 15.9%, and Vanguard holds 10.9% of the company's outstanding shares. Vanguard and BlackRock are investment managers for portions of the assets of the company's retirement plan. Does the Board see this growing ownership concentration as a positive or negative development as regards to long-term corporate planning and performance? And also, are there potential conflicts of interest when a 5% holder in managing company retirement plan assets? Thank you, Mr. Chairman.

Thank you for the question. We have many different types of stockholders, and shareholders have many different types of investment styles. We value each of our shareholders and their different perspectives and their points of view. We have active engagement with most of our major shareholders, and we appreciate the support from each of them. In terms of a conflict of interest, we do not see any conflict of interest with the management of our retirement plan assets.

Thank you, Mr. Chairman. There are no more questions submitted relevant to the meeting.

Thank you. I'd like to thank everyone who attended today's virtual annual meeting. I would like to add that we're very pleased with the support that our director nominees received at this meeting today. All were elected by substantial majorities. Now that the formal position -- portion of the meeting has concluded, I would like to also recognize one former director, Jim Bachmann, for his close to 17 years of service as a member of the Board. We thank him for all of his contributions and dedication to the company over the years, especially in his role as Chair of the Audit and Finance Committee. We wish him all the best moving forward.

All right. Ladies and gentlemen, this will conclude our call. You may now disconnect your lines.