Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of equity securities during the third quarter of Fiscal 2020 that were not registered under the Securities Act of 1933, as amended.
−Removed: The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended October 31, 2020:
+Added: There were no sales of equity securities during the first quarter of Fiscal 2021 that were not registered under the Securities Act of 1933, as amended.
+Added: The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended May 1, 2021:
Period (fiscal month) Total Number of Shares Purchased (1)
1 unchanged sentence
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (3)
−Removed: August 2, 2020 through August 29, 2020 1,569 $ 11.41 — 3,218,058
−Removed: August 30, 2020 through October 3, 2020 5,324 $ 13.58 — 3,218,058
−Removed: October 4, 2020 through October 31, 2020 3,594 $ 16.27 — 3,218,058
+Added: January 31, 2021 through February 27, 2021 1,626 $ 25.92 — 10,000,000
+Added: February 28, 2021 through April 3, 2021 1,385,047 $ 32.62 1,025,515 8,974,485
+Added: April 4, 2021 through May 1, 2021 51,991 $ 34.19 51,700 8,922,785
Total 1,438,664 $ 32.67 1,077,215 8,922,785
−Removed: (1) All 10,487 shares of A&F’s Common Stock purchased during the thirteen weeks ended October 31, 2020 were withheld for tax payments due upon the vesting of employee restricted stock units.
−Removed: (2) On June 12, 2019, A&F’s Board of Directors authorized the repurchase of 5.0 million shares of A&F’s Common Stock, which was announced on June 12, 2019.
+Added: (1) An aggregate of 361,449 shares of A&F’s Common Stock purchased during the thirteen weeks ended May 1, 2021 were withheld for tax payments due upon the vesting of employee restricted stock units and the exercise of employee stock appreciation rights.
+Added: (2) On February 19, 2021, A&F’s Board of Directors authorized the repurchase of 10.0 million shares of the Company’s Common Stock, which was announced on March 2, 2021.
(3) The number shown represents, as of the end of each period, the maximum number of shares of A&F’s Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above.
The shares may be purchased, from time to time, depending on business and market conditions.
−Removed: The Company has temporarily suspended its share repurchase program in order to preserve liquidity and maintain financial flexibility in light of the circumstances surrounding COVID-19.
Exhibit Document
7 unchanged sentences
in compiled form incorporating all amendments.]
+Added: 10.1 Abercrombie & Fitch Co.
+Added: Short-Term Cash Incentive Compensation Performance Plan, effective beginning March 21, 2021, incorporated herein by reference to Exhibit 10.1 to A&F's Current Report on Form 8-K dated and filed March 24, 2021 (File No.
10.2 Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of Abercrombie & Fitch Co.
and its subsidiaries under the Abercrombie & Fitch Co.
−Removed: 2016 Long-Term Incentive Plan for Associates on or after August 28, 2020.*
−Removed: 10.2 Form of Retention Restricted Stock Unit Award Agreement, made to be effective as of August 28, 2020, between Abercrombie & Fitch Co.
−Removed: and each of Scott Lipesky, Kristin Scott and Gregory J.
−Removed: Henchel, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on September 2, 2020 (File No.
+Added: 2016 Long-Term Incentive Plan for Associates on or after March 23, 2021.*
+Added: 10.3 Amended and Restated Credit Agreement, dated as of April 29, 2021, among Abercrombie & Fitch Management Co., as lead borrower, the other borrowers and guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders, a L/C Issuer and Swing Line Lender, Citizens Bank, N.A., as Syndication Agent, Citizens Business Capital, as a L/C Issuer and JP Morgan Chase Bank, N..A., as a L/C Issuer and Documentation Agent.*†
+Added: 10.4 Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co.
+Added: for Fiscal 2021.*
+Added: 10.5 Summary of Terms of the Annual Restricted Stock Unit Grants for the Non-Associate Directors of Abercrombie & Fitch Co.
+Added: under the Abercrombie & Fitch Co.
+Added: 2016 Long-Term Incentive Plan for Directors in Fiscal 2021.*
31.1 Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 31.2 Certifications by Senior Vice President and Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: 32.1 Certifications by Chief Executive Officer (who serves as Principal Executive Officer) and Senior Vice President and Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C.
+Added: 31.2 Certifications by Executive Vice President and Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
+Added: 32.1 Certifications by Chief Executive Officer (who serves as Principal Executive Officer) and Executive Vice President and Chief Financial Officer (who serves as Principal Financial Officer) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
8 unchanged sentences
** Furnished herewith.
+Added: † Certain portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K(b)(10)(iv).
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, thereunto duly authorized.
Abercrombie & Fitch Co.
−Removed: December 7, 2020 By:
+Added: June 9, 2021 By:
/s/ Scott Lipesky
Scott Lipesky
−Removed: Senior Vice President and Chief Financial Officer
+Added: Executive Vice President and Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer and Authorized Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.