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

Ladies and gentlemen, welcome to Abercrombie & Fitch Company's 2021 Meeting of Stockholders. 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 2021 Annual Meeting of Stockholders. In light of the continuing public health concerns related to the COVID-19 pandemic, this meeting is being held in the virtual format. Before we call the meeting to order, I will note that we are not presenting the business update this year. Our 2020 annual report on Form 10-K and our 2021 proxy statement can be viewed by clicking on the Materials button at the bottom of the meeting website. These materials are also available on our Investor website at corporate.abercrombie.com within Our Company-Corporate Governance tab. We also remind you that any forward-looking statements made during this annual meeting are subject to the safe harbor statement found in our SEC filings. As shown on the agenda for this meeting, we will conduct the formal portion of our meeting first, and we'll address valid questions at the end of the meeting. Valid stockholders who have logged into the meeting website may submit questions at any time during the meeting through the Q&A button on the meeting website. Our meeting rules of conduct can be viewed by clicking on the materials button at the bottom of the meeting website as well. As indicated in our rules of conduct, only questions relevant to the meeting and pertinent to the matters properly before the meeting will be addressed. And out of consideration for others, please limit yourself to one question. Please note, this meeting is being recorded. Following the introduction of directors and guests, we will address the items to be acted upon. On the line from our Board of Directors, we have Terry Burman, our Non-Executive Chairman of the Board; Kerrii Anderson; Felix Carbullido; Susie Coulter; Sarah Gallagher; Jim Goldman; Michael Greenlees; Fran Horowitz, the company's Chief Executive Officer; Helen McCluskey; Ken Robinson; and Nigel Travis, each of whom is a nominee for reelection. Also joining us are Christina McIntyre 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 and Jarrod Trigg from PwC, the company's independent registered public accounting firm, are 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 Non-Executive Chairman of the Board, Terry Burman, to start the meeting.

Good morning, and welcome. I'm Terry Burman, Non-Executive Chairman of the Board of Abercrombie & Fitch Company. Welcome to our 2021 Annual Meeting of Stockholders. I would 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 portion of the meeting. As Greg mentioned, we will not be providing a business update today. Our first quarter of fiscal year 2021 ended May 1, 2021, and we announced our first quarter results on our earnings call on May 26, 2021. 2020 was quite the year. We were faced with many unexpected challenges and no road map on how to overcome them. Today, we are stronger, smarter and faster than before and well positioned to tackle the future. That is due to the hard work and perseverance of our global store distribution center and home office associates as well as our business partners. A big thank you to all of you. It is an exciting time. More states and countries are opening, and we're getting closer every day to returning to a new normal. We look forward to the remainder of the year, but we will not be walking away from this past year's learnings and disciplines. We will continue to expect the unexpected and will quickly react to whatever comes our way, as we focus on serving the needs of all of our stakeholders, including our customers, associates and shareholders. At this time, I would like to start the formal portion of this annual meeting. The 2021 Annual Meeting of Stockholders is called to order. I would like to ask Greg Henchel to begin the formal portion of this meeting and report on the notice for this meeting.

Thank you, Terry. On April 26, 2021, a written notice of Internet availability of proxy materials was mailed to stockholders of record at the close of business on April 12, 2021, the record date for this meeting. Certified proof of mailing will be filed in the records of the meeting. On April 26, 2021, the company provided the stockholders of record with access to our online proxy materials, including written notice of this meeting, our fiscal 2020 annual report on Form 10-K, a proxy statement and a form of proxy. Also on April 26, 2021, the company filed our proxy materials with the SEC. A list of the registered stockholders of the company entitled to vote at this meeting can be viewed by clicking on the Materials button at the bottom of the meeting website that's open for examination by stockholders of the company logged into the meeting website until the close of the meeting. As I've 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. McIntyre and Ms. Farrar has submitted their oaths, which will be filed in the records of the meeting. Ms. McIntyre, are the inspectors ready to report as to the existence of a quorum?

Yes, Mr. Henchel. 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. Under the company's amended and restated bylaws, this 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 April 12, 2021, are entitled to vote at this meeting on all business to come before the meeting.

Thank you. As the quorum is present, we will now turn to the 4 items of business, which are described in the proxy statement: first, to elect 11 directors, each to serve for a term of 1 year expiring at the 2022 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 associates to authorize 1,100,000 additional shares; and fourth, to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending January 29, 2022, our 2021 fiscal year. With respect to proposal number one, 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 2022 Annual Meeting: Kerrii Anderson; Terry Burman; Felix Carbullido; Susie Coulter; Sarah Gallagher; James Goldman; Michael Greenlees; Fran Horowitz; Helen McCluskey; Kenneth Robinson; 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 nominee 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 pertaining to any of the items of business for the meeting? If so, please submit them now via the Q&A button on the meeting website. Ms. McIntyre, 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 meeting website and following the instructions there. Stockholders who have already voted and do not want to change their vote do not need to take further action at this time. [Voting]

Thank you, Ms. McIntyre. 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 4. Ms. McIntyre, will you please report on the results of the vote with respect to the election of directors and proposals 2 through 4?

Mr. Secretary and Mr. Chairman, I hereby report that: first, Kerrii Anderson; Terry Burman; Felix Carbullido; Susie Coulter; Sarah Gallagher; James Goldman; Michael Greenlees; Fran Horowitz; Helen McCluskey; Kenneth Robinson; 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 Co. 2016 long-term incentive plan for associates to authorize 1,100,000 additional shares has been approved by the stockholders. And fourth, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending January 29, 2022, has been approved by the stockholders.

Thank you, Ms. McIntyre. The certificate of the inspectors will be included in the records of this meeting. We will be filing the final vote results and a Form 8-K will be filed within 4 business days. Mr. Chairman, the formal part of this meeting is concluded. There being no other matters to come before this 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 conduct, we can address any questions that were submitted now.

Mr. Henchel and Mr. Chairman, there were no questions submitted relevant to the meeting. I will now turn the call back to the Chairman for closing remarks.

Thank you. I would like to thank everyone who attended today's virtual annual meeting. I'd like to add that we are very pleased with the support that our director nominees received at the meeting today. All were elected by substantial majorities. Now that the formal portion of the meeting has concluded, I would like to also recognize 2 former directors. First, I would like to recognize Archie Griffin for his 20 years of service as a Board member. We thank Archie for all of his contributions and dedication to the company and our stockholders over the past 2 decades, including his commitment to philanthropy and diversity and inclusion and his role as Chair of our CSR Committee. Second, I would like to recognize Charlie Perrin for his 7 years of service as a member of the Board. We also thank him for all his contributions and dedication to the company and our stockholders over the years, especially in his role as Chair of the Nominating and Board Governance Committee. We wish both, Archie and Charlie, all the best moving forward. On behalf of the Board of Directors, thank you for attending today. The meeting is now concluded.

Ladies and gentlemen, the call has concluded. You may now disconnect.