Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

(614)283-6500

April 30, 201829, 2019

Dear Fellow Stockholders:

You are cordially invited to attend the 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. (the “Company”“Company,” “we” or “our”) to be held at 10:00 a.m., Eastern Daylight Time, on Thursday,Wednesday, June 14, 2018,12, 2019, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. We hope that you will be able to attend and participate in the Annual Meeting, at which time we will have the opportunity to review the business and operations of our Company.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, which you are urged to read carefully.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain stockholders on the Internet. On or about the date of this letter,April 29, 2019, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record at the close of business on April 16, 2018.15, 2019. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our stockholders on the Internet allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.Notice of Internet Availability of Proxy Materials.

It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. Accordingly, after reading the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly submit your proxy by telephone, Internet or mail as described in the Proxy Statement. If you submit your proxy over the Internet, you will have the opportunity to agree to receive future stockholder documents electronically viae-mail, and we encourage you to do so.

If you have any questions or require any assistance with voting your shares, please contact Innisfree M&AIncorporated, our proxy solicitor, toll-free at(888) 750-5834 or directly at(412) 232-3651. Banks and brokers may call collect at(212) 750-5833.

TABLE OF CONTENTS

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

The Company’s multi-year leadership transition, which began at the end of Fiscal 2013 and included the retirement of our former Chief Executive Officer, culminatedhas evolved considerably in recent years following the elevation of Fran Horowitz to Chief Executive Officer of the Company,and Joanne C. Crevoiserat to Chief Operating Officer effective February 1, 2017. In addition to the promotion of Ms. Horowitz, Joanne C. Crevoiserat was promoted to the Chief Operating Officer role on February 1, 2017 and Scott Lipesky was hiredsubsequently rejoined the Company as our Chief Financial Officer effective October 2, 2017. Among other factors, these changes were designed to align with our move towards a brand-based organization model, which was envisioned in Fiscal 2016 with the hiring of our Brand Presidents, Kristin Scott2017 and Stacia Andersen.

Our Board experienced significant changes in its leadership structure concurrent with the change to our Leadership Team. Arthur C. Martinez remained in his role as our Executive Chairman of the Board following the appointment of Ms. Horowitz as Chief Executive Officer, although the Office of the Chairman was dissolved at that time. Further, in an effort to support Mr. Martinez in the stewardship of the Company, the Board appointed Terry L. Burman as Lead Independent Director in March 2017 and, on January 22, 2018, Mr. Burman was named as ourNon-Executive Chairman of the Board effective February 3, 2017. Additionally, Mr. Martinez notified2018.

In late Fiscal 2018, we took steps to optimize the leadership of our brands, Hollister and Abercrombie & Fitch/abercrombie kids, and align the strategic direction of both brands with our global strategy. On November 28, 2018, Kristin Scott, previously Brand President — Hollister, was elevated to the position of President, Global Brands and Stacia Andersen, previously Brand President — Abercrombie & Fitch/abercrombie kids, left the Company on November 30, 2018. These changes will solidify our leadership team as we continue to progress on our transformation initiatives and increase the efficiency of his intention to retire fromour business in an ever-changing consumer environment.

On September 30, 2018, Robert E. Bostrom left the Board, effective uponrole of Senior Vice President, General Counsel and Secretary of the expiration of his current term as a director. As such, Mr. Martinez ceasedCompany, and continued to serve as Senior Vice President and Special Counsel of the Company until January 22, 2019. Immediately following Mr. Bostrom’s transition, Gregory J. Henchel began employment with the Company in the capacity as our Executive Chairmanrole of the Board on February 3,Senior Vice President, General Counsel and Corporate Secretary, effective October 1, 2018.

We were pleasedThe Company ended Fiscal 2018 on a strong note by keeping our performance in Fiscal 2017, which reflected progress throughoutcustomer at the yearcenter of everything we do and culminated in positive comparable sales for the fourth quarter across brands, channels and geographies. By staying close to our customers, executing to our brand playbooks and maintaining our disciplined approach to expense management, we delivered both top and bottom line growth for the year.

Overall, Fiscal 2017 was a year of significant progress across all brands. We achieved several important milestones, including Hollister growing to $2 billion in sales, Abercrombie returning to positive comparable sales for the fourth quarter and record digital sales across all brands. We continuedcontinuing to improve the customer experience with ongoing investments in our loyalty programs, storesdirect-to-consumer and omnichannel capabilities.

We have a strong balance sheet, proven cost management discipline The Company recorded our second consecutive full year of sales growth and, a clear plan for building onin the foundations we laid in Fiscal 2017. Forfourth quarter, our sixth consecutive quarter of positive comparable sales. In Fiscal 2018, we will continue to focus our attentionoverall Company net sales and our investments on engaging our customers with compelling assortmentscomparable sales both increased 3%, and new experiences,the Company exceeded $1 billion in clearly defined brand voices, positioning our businessannual digital net sales. Importantly, while delivering thistop-line growth, the Company drove gross profit rate improvement and operating expense leverage, resulting in operating income margin expansion and net income improvement for sustainable long-term growth.the full year.

Director Election: NineTen directors are to be elected at the Annual Meeting. Each director nominee is to be elected to our Board for aanone-year term and will be eligible forre-election to our Board in 2019.2020.

Majority VotingVote Standard Applies: The Annual Meeting is expected to be uncontested with respect to the election of directors. As a result, each director nominee must be elected by a majority of the votes cast (i.e., the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Brokernon-votes and abstentions will not be treated as votes cast.

Upon the unanimous recommendation of theour Nominating and Board Governance Committee, the Board has unanimously nominated and unanimously recommends a vote“FOR” each of the following nominees for election as directors at the Annual Meeting:

Please see the description of the respective backgrounds of the Nominees beginning on page 22 of the Proxy Statement under the caption“Nominees.” We believe that the Nominees bring particular expertise, leadership skills and institutional knowledge that make them invaluable to the Company. In particular:

As discussed beginning on page 58 of the Proxy Statement under the caption“COMPENSATION DISCUSSION AND ANALYSIS— Executive Summary—Pay for Performance Culture,” during Fiscal 2017, we2018, the Company continued to evolvefocus on performance and supporting the evolution of our business andas we respond to challengeschanges in the global macroeconomic and consumer environment.

The Company remains committed to aligning the outcomes of the Company’s short-term and long-term compensation programs with the Company’s performance. The Company’s pay for performance culture is evidenced by the following incentive outcomes for Fiscal 2017:2018:

9

50% Performance Share Awards (PSAs) Cliff vest at end of 3-year period based on continued service and achievement against pre-established financial goals 50% Restricted Stock Units (RSUs) Vest ratably over 4-year period based on continued service and subject to Section 162(m) performance hurdle ROIC - 50% 3-year average annual result calculated in the manner described on page 67 of this Proxy Statement Relative Total Stockholder Return (TSR) - 50% Measured against S&P Retail Select Industry Index over 3-year period 50% Restricted Stock Units (RSUs) Vest ratably over 4-year period based on continued services and subject to Section 162(m) performance hurdle

In addition, our outstanding PSA cycles are trending at levels ranging from below thresholdtarget to maximum, which reflects the sensitivity of our pay programs and goal-setting to our ongoing business transformation.

Fiscal 20172018 Annual Cash Incentive Program				Status of Outstanding PSA Cycles (as of February 2, 2019)
				Fiscal 20152016 —   Fiscal 20172018				•  3-yr Relative TSR (50%) •  3-yr Average ROIC (50%)   ROIC tranche forfeited; Relative TSR tranche earned at 16.3%20.0% of targettarget; Average ROIC tranche forfeited
				Fiscal 20162017 —   Fiscal 20182019				•  3-yr Relative TSR (50%) •  3-yr Average ROIC (50%) Relative TSR tranche trending at maximum; Average ROIC tranche trending at maximum
•   Company Adjusted EBIT results for Spring season (30% weighting) were between target and maximum at 143.0%, and for Fall season (70% weighting) were between threshold and target at 91.0% •  No adjustments were made for strategic, operational or individual performance •  For the leadership team (including our named executive officers), the annual cash incentive is paid out annually following the end of the fiscal year, with the annual payout level derived based on the weighted average of results for the Spring (30%) and Fall (70%) seasons				Fiscal 2018 —   Fiscal 2020				•  3-yr Relative TSR (50%) •  3-yr Average ROIC (50%)   Relative TSR tranche trending between thresholdtarget and target;maximum; Average ROIC tranche trending below threshold
•  Company Adjusted EBIT results for Spring season (30% weighting) were between threshold and target at 62.0%, and for Fall season (70% weighting) were between target and maximum at 133.0% •  No adjustments were made for strategic, operational or individual performance				Fiscal 2017 —   Fiscal 2019				•  3-yr Relative TSR (50%) •  3-yr Average ROIC (50%) Relative TSR and ROIC tranches trending at maximum

In addition to the changes in our organization and in our executive compensation programs discussed above, we have made many changes to our policies and practices related to corporate governance and executive compensation and consistently seek to follow best practices in corporate governance. By way of example, we have:

Abercrombie & Fitch Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 30, 201829, 2019

TO OUR STOCKHOLDERS:

The 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. (the “Company”“Company,” “we” or “our”) will be held at the offices of the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday,Wednesday, June 14, 2018,12, 2019, at 10:00 a.m., Eastern Daylight Time, for the following purposes:

1.  To elect nineten directors, each to serve for a term of one year to expire at the 20192020 Annual Meeting of Stockholders.

2.  To vote on an advisory resolution to approve executive compensation.

3.  To approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 2,200,000 additional shares.

4.  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2019.1, 2020.

5.  To consider one stockholder proposal, if the stockholder proposal is properly presented for consideration at the Annual Meeting.

6.  To transact any other business which properly may be brought before the Annual Meeting.

The Proxy Statement accompanying this Notice of Annual Meeting of Stockholders describes each of these items in detail. The Company has not received notice of any other matters that properly may be presented at the Annual Meeting.

Only stockholders of record at the close of business on April 16, 2018,15, 2019, the date established by the Company’s Board of Directors as the record date, are entitled to receive notice of, and vote at, the Annual Meeting. All stockholders are invited to attend the Annual Meeting, although only stockholders of record will be entitled to vote at the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 30, 201829, 2019 to stockholders of record at the close of business on April 16, 2018.15, 2019. The Notice of Internet Availability of Proxy Materials contains information on how to access our Proxy Statement, our Annual Report on Form10-K for the fiscal year ended February 3, 2018,2, 2019, and the form of proxy on the Internet, as well as instructions on how to request a paper copy of the proxy materials.

Robert E. Bostrom

Gregory J. Henchel

Senior Vice President, General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT

Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

(614)283-6500

PROXY STATEMENT

Dated April 30, 201829, 2019

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 14, 201812, 2019

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”“Company,” “we” or “our”) for use at the 20182019 Annual Meeting of Stockholders to be held at the offices of the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday,Wednesday, June 14, 2018,12, 2019, at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting” or the “2018“2019 Annual Meeting”). On or about April 30, 2018,29, 2019, we began mailing to holders of record of shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the close of business on April 16, 2018,15, 2019, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Notice of Annual Meeting of Stockholders, this Proxy Statement, the form of proxy and our Annual Report on Form10-K for2018 (which covers the fiscal year ended February 3, 20182, 2019 (“Fiscal 2017”2018”)) over the Internet.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor using the contact information listed below:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call Toll-Free:(888) 750-5834 (from the United States and Canada)

Stockholders May Call:(412) 232-3651 (from other locations)

Banks and Brokers May Call Collect:(212) 750-5833

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday,Wednesday, June 14, 2018,12, 2019, at 10:00 a.m., Eastern Daylight Time, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. All references in this Proxy Statement to the “Company,” “we,” “us,” “our” or “Abercrombie & Fitch” refer to Abercrombie & Fitch Co.

Why am I being provided with access to this Proxy Statement?

We are required by the Securities and Exchange Commission (the “SEC”) to give you, or provide you access to, this Proxy Statement because our Board is soliciting your proxy to vote your shares of Common Stock at the Annual Meeting. The Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote shares of Common Stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy, a form of proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Joanne C. CrevoiseratScott Lipesky and Robert E. BostromGregory J. Henchel have been designated on behalf of the Board as the proxies to cast the vote of the Company’s stockholders at the Annual Meeting.

What are the voting requirements for the proposals to be acted upon at the Annual Meeting and discussed in this Proxy Statement?

At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. Specifically, stockholders will be asked to: (1) elect nineten directors to the Board; (2) approve the advisory resolution to approve executive compensation; (3) approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 2,200,000 additional shares; and (4) ratify the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company for the fiscal year ending February 2, 20191, 2020 (“Fiscal 2018”2019”); and (5) consider and vote upon one stockholder proposal, if the stockholder proposal is properly presented for consideration at the Annual Meeting..

Proposal 1 — Election of Directors

The Company and our stockholders have implemented majority voting for uncontested director elections, which the Board expects to be the case at the Annual Meeting. In an uncontested election of directors, each nominee must be elected by a majority of the votes cast (i.e., the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Brokernon-votes and abstentions will not be treated as votes cast.

Proposal 2 — Vote on Advisory Resolution to Approve Executive Compensation

This advisory vote isnon-binding but the Board and our Compensation and Organization Committee will give careful consideration to the results of voting on this proposal. The approval of the advisory resolution to approve executive compensation requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Brokernon-votes will not be treated as votes cast. Abstentions will not be counted as votes“FOR”or “AGAINST”the proposal.

Proposal 3 — Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 2,200,000 Additional Shares

The approval of the proposed amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (also referred to as the “2016 Associates LTIP”) to authorize 2,200,000 additional shares of Common Stock requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Brokernon-votes will not be treated as votes cast. Abstentions will treated as votes cast and will have the effect of a vote“AGAINST” the proposal.

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal 20182019 requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Abstentions will not be counted as votes“FOR”or “AGAINST”the proposal.

Proposal 5 — Stockholder Proposal on a Policy Regarding Accelerated Vesting of Equity Awards of Senior Executive Officers Upon a Change in Control

The approval of the stockholder proposal described under the caption“PROPOSAL 5 —STOCKHOLDER PROPOSAL ON A POLICY REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVE OFFICERS UPON A CHANGE IN CONTROL” requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting on the proposal. Abstentions and brokernon-votes will not be counted as votes“FOR” or“AGAINST” the stockholder proposal.

What are the Board’s recommendations for the proposals to be acted upon at the Annual Meeting and how will my shares be voted?

Subject to revocation, all forms of proxy that are properly completed and timely received will be voted in accordance with the instructions you give. If no instructions are given (except in the case of brokernon-votes), the persons named as proxies will vote the shares of Common Stock in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

Statement.

Who can vote at the Annual Meeting?

Only holders of shares of the Company’s Common Stock of record at the close of business on April 16, 201815, 2019 (the “Record Date”) or such stockholders’ proxies are entitled to receive notice of, and vote at, the Annual Meeting. At the close of business on the Record Date, there were 67,872,06066,617,373 shares of Common Stock outstanding and entitled to vote. There are no other voting securities of the Company outstanding. Each stockholder is entitled to one vote on each matter voted upon at the Annual Meeting for each share of Common Stock held. To be able to vote your shares at the Annual Meeting, the records of the Company must show that you held your shares at the close of business on the Record Date.

What is a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement and our Annual Report 2018, which includes our Annual Report on Form10-K for Fiscal 20172018 (our “Fiscal 20172018 Form10-K”), by providing access to such documents on the Internet. Generally, stockholderswillnot receive printed copies of the proxy materialsunless they request them.

A Notice of Internet Availability of Proxy Materials that provides instructions for accessing our proxy materials on the Internet was mailed directly to registered stockholders. The Notice of Internet Availability of Proxy Materials also provides instructions regarding how registered stockholders may vote their shares on the Internet. Registered stockholders who prefer to receive a paper ore-mail copy of our proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.

The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote.

A notice that directs beneficial owners of our shares to the website where they can access our proxy materials shouldis to be forwarded to each beneficial stockholder by the brokerage firm, bank or other holder of record who is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank or other holder of record should also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper ore-mail copy of our proxy materials.

To enroll in the electronic delivery service for future stockholder meetings, use your Notice of Internet Availability of Proxy Materials (or proxy card, if you received printed copies of the proxy materials) to register online atwww.proxyvote.com and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

What is the difference between holding shares as a holder of record and as a beneficial owner?

If, at the close of business on April 16, 2018,15, 2019, your shares were held in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and a notice directing you to the website where you can access our proxy materials is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting other than the ratification of the appointment of the Company’s independent registered public accounting firm.Please direct your broker how to vote your shares following the instructions provided by your broker.

You can use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time, on June 13, 2018.11, 2019. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card.If you vote via the Internet or by telephone, do not return a proxy card.

If I am a stockholder holding shares in “street name,” how do I vote?

If you hold your shares in “street name” with a brokerage firm, bank or other nominee, the holder of record will send you instructions onas to how to instruct the holder of record to vote your shares.Your broker is permitted to vote your shares with respect the “routine” proposal to ratify the appointment of the Company’s independent registered public accounting firm without your instruction as to how to vote but will not be permitted to vote your shares with respect to any of the other proposals at the Annual Meeting without your instructions as to how to vote.

If you hold your shares in “street name,” you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the brokerage firm, bank or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or other nominee.

What is a “brokernon-vote”?

A “brokernon-vote” occurs when a stockholder holds our shares of Common Stock in “street name” through a broker or similar organization, and the stockholder does not provide the broker or other organization with instructions within the required timeframe before the Annual Meeting as to how to vote the shares on“non-routine” matters. The only proposal this year which is considered “routine” is the ratification of the appointment of the Company’s independent registered public accounting firm. Under the rules of the New York Stock Exchange (“NYSE”) set forth in the NYSE Listed Company Manual (the “NYSE Rules”), your broker cannot vote your shares onnon-routine matters unless your broker receives instructions from you as to how to vote.

If you hold your shares in “street name,” you must contact the broker or other nominee holding your shares and follow the instructions of the broker or other nominee for revoking or changing your vote.

Who is paying for the cost of this proxy solicitation?

This solicitation of proxies is made by and on behalf of our Board. In addition to mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card and our Fiscal 2017 Form10-K)Annual Report 2018) to registered stockholders as of the close of business on the Record Date, the brokers, banks and other nominees holding our shares for beneficial owners must provide a notice as to where the beneficial owners can access our proxy materials to the beneficial owners for whom they hold our shares in order that such shares may be voted. Solicitation may also be made by our directors, officers and select other Company employees or, as referred to by the Company, “associates” of the Company telephonically, electronically or by other means of communications. Directors, officers and associates who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for theirout-of-pocket expenses incurred in connection with the solicitation. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”) to aid in the solicitation of proxies for a fee of $15,000, plusout-of-pocket expenses.

The Company will reimburse Innisfree, as well as brokerage firms, banks and other custodians, fiduciaries and nominees, who are record holders of shares of our Common Stock not beneficially owned by them for their reasonable costs in sending proxy materials to stockholders who beneficially own our shares. The Company will bear the costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the Internet access or telephone usage fees which may be charged to stockholders.

Are there any cumulative voting rights in the election of directors?

No.

What constitutes a quorum to hold and transact business at the Annual Meeting?

A quorum for the Annual Meeting isone-third of the outstanding shares of Common Stock. If you are a registered stockholder and submit a proxy, your shares of Common Stock will be counted to determine whether we have a quorum even if you abstain or fail to provide voting instructions on any of the proposals described in this Proxy Statement and listed on the form of proxy. If your shares of Common Stock are held in the name of your broker or other nominee, and you do not instruct your broker or other nominee how to vote your shares of Common Stock, these shares will still be counted for purposes of determining the presence or absence of a quorum for the transaction of business if your broker or other nominee submits a proxy.

How are votes tabulated?

The results of stockholder voting will be tabulated by the inspectors of election appointed for the Annual Meeting.

PROPOSAL 1 — ELECTION OF DIRECTORS

There are currently ten directors serving on the Board, all of whose terms expire at the Annual Meeting. On February 23, 2018,January 17, 2019, the Board, upon the unanimous recommendation of our Nominating and Board Governance Committee, unanimously approved the increase in the size of the Board from nineeight to ten directors and unanimously elected Kerrii B. AndersonHelen E. McCluskey and Nigel Travis to fill the vacancyvacancies created by the increase.increase, each of which actions was effective February 3, 2019. Ms. AndersonMcCluskey and Mr. Travis had been recommended to theour Nominating and Board Governance Committee as a result of a director search conducted by Russell Reynolds Associates.the third-party global executive search firm retained by our Nominating and Board Governance Committee.

On July 3, 2018, Bonnie R. Brooks informed the Company that she had decided to resign from the Board for personal reasons. On July 6, 2018, by unanimous written consent, the Board took action to reduce the number of directors from nine to eight, in order to reflect the number of directors serving on the Board following the July 3, 2018 effective date of Ms. Brooks’ resignation.

On January 19, 2018, Arthur C. Martinez informed the Company that he hashad decided not to stand forre-election to the Board at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) but willwould serve out his remaining term. At its meeting on April 9, 2018, the Board took action to reduce the number of directors from ten to nine, effective upon the expiration of the current terms of the directors of the Company immediately prior to the 2018 Annual Meeting.As a result, nine directors will bewere elected at the 2018 Annual Meeting.

On August 15, 2017, Stephanie M. Shern informed the Company that she had decided to resign from the Board for personal reasons. At its meeting on August 17, 2017, the Board took action to reduce the number of directors from ten to nine, in order to reflect the number of directors serving on the Board following the August 15, 2017 effective date of Ms. Shern’s resignation.

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board has unanimously nominated Kerrii B. Anderson, James B. Bachmann, Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher, Michael E. Greenlees, Archie M. Griffin, Fran Horowitz, andHelen E. McCluskey, Charles R. Perrin and Nigel Travis (altogether, the “Nominees”) for election as directors at the Annual Meeting. Directors elected at the Annual Meeting will hold office for aanone-year term expiring at the 20192020 Annual Meeting of Stockholders (the “2019“2020 Annual Meeting”) or until their respective successors are elected and qualified, subject to prior death, resignation or removal.

The individuals named as proxies in the form of proxy solicited by the Board intend to vote the shares of Common Stock represented by the proxies received under this solicitation for the Nominees, unless otherwise instructed on the form of proxy. It is expected that all of the Nominees will be able to serve. However, if before the election, one or more of the Nominees are unable to serve or for good cause will not serve, the proxy holders will vote the proxies for the remaining Nominees and for any substitute nominees chosen by the Board, unless the Board reduces the number of directors to be elected. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. The individuals named as proxies cannot vote for more than nineten nominees for election ofas directors at the Annual Meeting.

The Board recommends that you vote “FOR” each of the Nominees to be elected for aanone-year term expiring at the 20192020 Annual Meeting or until his or her successor is elected and qualified.

Majority Vote Standard in Uncontested Director Election

In an uncontested election of directors, which we expect to be the case at the Annual Meeting, each nominee must be elected by a majority of the votes cast (i.e., the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Brokernon-votes and abstentions will not be treated as votes cast. Proxies may not cast votes for more than nineten nominees.

The Board has adopted a resignation policy, included in the Company’s Corporate Governance Guidelines, which requires that an incumbent director who receives less than a majority of the votes cast in an uncontested election tender his or her resignation, and outlines the procedures by which the Board will consider whether to accept such resignation. The resignation policy provides:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “ “FOR”FOR” EACH OF THE

NOMINEES IDENTIFIED ABOVE.

Certain Relationships and Related Person Transactions

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted the Abercrombie & Fitch Co. Related Person Transaction Policy (the “Policy”“Related Person Transaction Policy”), which is administered by theour Nominating and Board Governance Committee and the Company’s General Counsel. A copy of the Related Person Transaction Policy is posted on the “Corporate Governance” page within the “Our Company” section of the Company’s website atcorporate.abercrombie.com, accessible through the “Investors” page.. The Related Person Transaction Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company or one of ourits subsidiaries participates or will participate, the amount involved exceeds or is expected to exceed $120,000, and a “related person” had, has or will have a direct or indirect interest. Pursuant to the Related Person Transaction Policy, a “related person” is any person:

Each director, each director nominee or each executive officer of the Company as well as each key influencer is to provide the Company’s General Counsel with a written list (updated when necessary) of such individual’s immediate family members and associated entities (as defined in the Related Person Transaction Policy) and, to the extent actually known by such individual, each associated entity of any immediate family member. Each director, each director nominee or each executive officer of the Company as well as each key influencer must notify the Company’s General Counsel in writing of any interest that such individual or, to the extent actually known by such individual, an immediate family member or associated entity of such individual or of such individual’s immediate family member had, has or may have, in a related person transaction. Each director, each director nominee and each executive officer of the Company and each key influencer also completes a questionnaire on at least an annual basis designed to elicit information about potential related person transactions. In addition, any related person transaction proposed to be entered into by the Company or one of ourits subsidiaries must be reported by the Company’s management to the Company’s General Counsel. Any potential related person transaction that is raised will be analyzed by the Company’s General Counsel, in consultation with the Company’s management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, constitute a related person transaction requiring compliance with the Related Person Transaction Policy.

Pursuant to the Related Person Transaction Policy, all related person transactions (other than those deemed to bepre-approved or ratified under the terms of the Related Person Transaction Policy) will be referred to theour Nominating and Board Governance Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or disapproved by theour Nominating and Board Governance Committee prior to the effective date or consummation of the transaction. If the Company’s General Counsel determines that advance consideration of a related person transaction is not practicable under the circumstances, theour Nominating and Board Governance Committee will review and, in its discretion, may ratify the transaction at that Committee’s next meeting. The Company’s General Counsel may present a related person transaction arising between meetings of our Nominating and Board Governance Committee to the Chair of that Committee, who will review and may approve or disapprove the transaction, subject to ratification by our Nominating and Board Governance Committee at its next meeting, if appropriate. If the Company becomes aware of a related person transaction not previously approved under the Related Person Transaction Policy, theour Nominating and Board Governance Committee will promptly review the

transaction, including the relevant facts and circumstances, and evaluate all options available to the Company, including ratification, revision, termination or rescission of the transaction, and take the course of action that theour Nominating and Board Governance Committee deems appropriate under the circumstances.

No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. TheOur Nominating and Board Governance Committee may only approve or ratify those transactions that theour Nominating and Board Governance Committee determines to be in the Company’s

The Code of Business Conduct and Ethics adopted by the Board also addresses the potential conflicts of interest which may arise when a director, an officer or an associate has an interest in a transaction to which the Company or one of ourits subsidiaries is a party. If a potential conflict of interest arises concerning an officer or a director of the Company, all information regarding the issue is to be reported to the Company’s Chief Ethics and Compliance Officer and the Company’s General Counsel for review and, if appropriate or required under the Company’s policies (including the Company’s Related Person Transaction Policy), submitted to theour Nominating and Board Governance Committee for review and disposition.

Indemnification Arrangements with Directors and Executive Officers

The Company indemnifies the directors and the executive officers of the Company to the fullest extent permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and RestatedBy-Laws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

Director Independence

The Board has reviewed, considered and discussed each current director’s relationships, both direct and indirect, with the Company in order to determine whether such director meets the independence requirements of the applicable NYSE Rules. The Board has determined that nine of the ten current directors of the Company qualify as independent under the applicable NYSE Rules. Specifically, the Board has determined that each of Kerrii B. Anderson, James B. Bachmann, Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher, Michael E. Greenlees, Archie M. Griffin, Arthur C. Martinez andHelen E. McCluskey, Charles R. Perrin, and Nigel Travis has no commercial, industrial, banking,

Ms. Horowitz does not qualify as independent because she is an executive officer of the Company.

There are no family relationships among any of the current directors and executive officers of the Company. Please see the text under the caption “EXECUTIVE OFFICERS OF THE REGISTRANT” at the end of “ITEM 1. BUSINESS” in Part I of the Company’s Fiscal 20172018 Form10-K for information about the Company’s executive officers.

The Board previously reviewed, considered and discussed the relationships, both direct and indirect, between the Company and each of Stephanie M. ShernArthur C. Martinez and CraigBonnie R. Stapleton,Brooks, who served as directors of the Company during Fiscal 20172018 from January 29, 2017February 4, 2018 to August 15, 2017June 14, 2018 and from January 29, 2017February 4, 2018 to June 15, 2017,July 3, 2018, respectively, in order to determine whether they met the independence requirements of the NYSE Rules during their respective periods of service as a director in Fiscal 2017.2018. The Board determined that each of Mr. Martinez and Ms. Shern and Mr. StapletonBrooks had no commercial, industrial, banking, consulting, legal, accounting, charitable, financial or other relationship with the Company, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable NYSE Rules.

Board Leadership Structure

The Company’s Board is currently comprised of ninenon-associate directors, all of whom are independent, and Fran Horowitz, the Company’s Chief Executive Officer. The Chairman of the Board of the Company (also known as the Company Chairman) is selected from the independent members of the Board and elected annually by a majority of the independent directors of the Company.

Arthur C. MartinezTerry L. Burman has served as the Company Chairman from January 27, 2014 until the end of Fiscal 2017. From December 2014 to January 2017, the Company did not have a Chief Executive Officer or an Interim Chief Executive Officer. During this time, the Company was under the leadership of the Office of the Chairman, which was formed in December 2014 to allow for effective management of the Company during a transition in leadership. The Office of the Chairman consisted of senior leadership at the Company and was led by Mr. Martinez, who was then serving as the ExecutiveCompany’sNon-Executive Chairman of the Board in his capacity as a representative of the Board. The Office of the Chairman was responsible for overseeing and providing strategic direction to management.since February 3, 2018.

Mr. Bachmann serving as the Chair of theour Audit and Finance Committee for all of Fiscal 2017. Kerrii B. Anderson2018. Nigel Travis was appointed to theour Audit and Finance Committee upon her election to the Board on February 23, 2017. Stephanie M. Shern22, 2019. Ms. Anderson was appointed as the Chair of our Audit and Finance Committee effective March 4, 2019, succeeding Mr. Bachmann in that position. Charles R. Perrin served as a member of theour Audit and Finance Committee during Fiscal 20172018 from January 29, 2017 to August 15, 2017. Craig R. Stapleton served as a member of the Audit and Finance Committee during Fiscal 2017 from January 29, 2017 toFebruary 4, 2018 until June 15, 2017.14, 2018. The Board has determined that each member of theour Audit and Finance Committee qualifies,,and that during their respective periodshis period of service in Fiscal 2017, each of Stephanie M. Shern and Craig2018, Charles R. StapletonPerrin qualified, as an independent director under the applicable NYSE Rules and under SEC Rule10A-3. The Board has also determined that all memberseach member of theour Audit and Finance Committee areis “financially literate” under the applicable NYSE Rules and qualifyqualifies as an “audit committee financial experts”expert” under applicable SEC Rulesrules by virtue of their respective experience which is described in the section captioned “Nominees” beginning on page 22 of this Proxy Statement. The Board believes that each member of theour Audit and Finance Committee is highly qualified to discharge his or her duties on behalf of the Company and ourits subsidiaries.

TheOur Audit and Finance Committee is organized and conducts its business pursuant to a written charter, that was most recently revised by the Board on December 15, 2015, a copy of which is posted on the “Corporate Governance” page within the “Our Company” section of the Company’s website atcorporate.abercrombie.com, accessible through the “Investors” page.. At least annually, theour Audit and Finance Committee, in consultation with theour Nominating and Board Governance Committee, reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Our Audit and Finance Committee’s annual report relating to Fiscal 20172018 begins on page 107110 of this Proxy Statement.

Compensation and Organization Committee

TheOur Compensation and Organization Committee provides overall guidance for the Company’s executive compensation policies and approves the amounts and elements of compensation for the Company’s executive officers. Terry L. Burman, Michael E. Greenlees and Charles R. Perrin served as members of theour Compensation and Organization Committee throughout Fiscal 2017,2018, with Mr. Perrin serving as the Chair of the Compensation and Organization Committee from June 15, 2017 to February 3, 2018 and Mr. Greenlees serving as the Chair of theour Compensation and Organization Committee for all of Fiscal 2018. Helen E. McCluskey was appointed to our Compensation and Organization Committee on February 22, 2019. James B. Bachmann served as a member of our Compensation and Organization Committee from April 11, 2011July 16, 2018 to June 14, 2017.February 22, 2019. Bonnie R. Brooks was appointed to the Compensation and Organization Committee on June 15, 2017. Terry L. Burman resigned as a member of the Compensation and Organization Committee effective February 3, 2018, in connection with his election asNon-Executive Chairman of the Board of the Company. Craig R. Stapleton served as a member of theour Compensation and Organization Committee during Fiscal 20172018 from January 29, 2017February 4, 2018 to June 15, 2017.July 3, 2018. The Board has determined that each member of theour Compensation and Organization Committee qualifies, and that during their respective periodshis or her period of service in Fiscal 2017,2018, each of Terry L. BurmanJames B. Bachmann and CraigBonnie R. StapletonBrooks qualified, as an independent director under the applicable NYSE Rules, including those specifically applicable to members of theour Compensation and Organization Committee.

recommendations relating to executive compensation, are described in the section captioned“COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 5557 of this Proxy Statement.

Corporate Social Responsibility Committee

TheOur Corporate Social Responsibility Committee provides oversight of the Company’s attention to issues of social responsibility, including diversity and inclusion, health and safety, human rights, environmental and philanthropy and the Company’s policies, practices and progress with respect to such issues. James B. Bachmann, Sarah M. Gallagher and Archie M. Griffin served as members of theour Corporate Social Responsibility Committee throughout Fiscal 2017,2018, with Mr. Griffin serving as the Chair of theour Corporate Social Responsibility Committee for all of Fiscal 2017.2018.

TheOur Corporate Social Responsibility Committee is organized and conducts its business pursuant to a written charter, that was most recently revised by the Board on August 20, 2014, a copy of which is posted on the “Corporate Governance” page within the “Our Company” section of the Company’s website atcorporate.abercrombie.com, accessible through the “Investors” page.. At least annually, theour Corporate Social

section of the Company’s website atcorporate.abercrombie.com, accessible through the “Investors” page.. At least annually, theour Nominating and Board Governance Committee reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Depending on the current needs of the Board, theour Nominating and Board Governance Committee may weigh certain factors more or less heavily. TheOur Nominating and Board Governance Committee does, however, believe that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would interfere with performance as a director.

Board Tenure

Directors who have served for a varied amount of time on our Board contribute to a range of perspectives. We have a good mix of new and long-standing directors that ensures the sharing of knowledge and experience. The Board recognizes the importance of Board refreshment to ensure that the Board benefits from new perspectives. Our commitment to Board refreshment is demonstrated by the fact that three new independent directors have joined our Board since the beginning of Fiscal 2018. The Board also benefits from directors having a range of tenures as this provides continuity and institutional knowledge. The tenures of our current Board members range from less than one year to 19 years as of the date of the 2019 Annual Meeting.

Board Member Skills Matrix

The following bar graph provides information regarding the members of our Board, including certain types of knowledge, experience and skills held by one or more of the directors which our Board believes are important to our Company. The list below is not exhaustive as each director has a broad array of knowledge, experience and skills.

Board Diversity

During the past few years, our Nominating and Board Governance Committee has focused on ensuring continued diversity on the Board during refreshment activities by requiring that director candidate pools include diverse individuals meeting the recruitment criteria. Our director nominees range from 55 to 76 with the average age being 67.

While the Board and theour Nominating and Board Governance Committee do not have specific eligibility requirements, other than the age guidelines mentioned above, and do not, as a matter of course, weigh any of the factors they deem appropriate more heavily than others, both the Board and theour Nominating and Board Governance Committee believe that, as a group, the directors should have diverse backgrounds and

qualifications. The Company believes that the members of the Board, as a group, have such backgrounds and

Restated Bylaws. A nominating stockholder must be a stockholder of record on both the date of the giving of the required notice of proposed nomination and the record date for determining the stockholders entitled to notice of and to vote at the relevant meeting of the stockholders.

The notice of a nominating stockholder in respect of an annual meeting of stockholders must be in writing and delivered in person or by United StatesU.S. certified mail, postage prepaid, and received by the Corporate Secretary of the Company, at the principal executive offices of the Company, not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, which, for purposes of the Company’s 20192020 Annual Meeting, means no earlier than the close of business on January 15, 201914, 2020 and no later than the close of business on February 14, 2019.13, 2020. The Corporate Secretary of the Company will deliver any stockholder nominations received in a timely manner for review by theour Nominating and Board Governance Committee.

The informational requirements for stockholder notices with respect to the nomination of director candidates are detailed and include the disclosure of all derivative and synthetic instruments and short interests held by the nominating stockholder and such stockholder’s affiliates or associates as well as by any proposed nominee.

A stockholder providing notice of any nomination proposed to be made at an annual meeting of stockholders must update and supplement such notice, if necessary, so that the information provided is true and

If sufficient prior notice cannot be given, the director must immediately submit a letter of resignation to the Company Chairman or the Lead Independent Director, if applicable, and the Chair of theour Nominating and Board Governance Committee. Upon receipt of such a letter of resignation, the Company Chairman or the Lead Independent Director, if applicable, and the Chair of theour Nominating and Board Governance Committee will duly consider the matter and make a timely recommendation to the full Board of the appropriate action, if any, to be taken with respect to the resignation.

It is not the sense of the Board that in every instance a director who is contemplating a change in the director’s job responsibility or other status should leave the Board. There should, however, be an opportunity for the Board, through the Company Chairman or the Lead Independent Director, if applicable, and the Chair of theour Nominating and Board Governance Committee, to review the effect, if any, of the proposed change on the interests of the Company.

Board Role in Risk Oversight

The Board oversees the management of risks related to the operation of our Company. As part of its oversight, the Board receives periodic reports from members of our Enterprise Risk Management Committee, which is comprised of senior management of the Company, on various aspects of risk, including our enterprise risk management program. The committees of the Board also oversee the management of risks that fall within their respective areas of responsibility. In performing this function, each Board committee has full access to

We reviewed the compensation policies and practices in effect for our executive officers, our senior management and our associates and assessed the features we have built into the compensation programs to discourage excessive risk-taking. These features include, among other things, a balance between different elements of compensation and use of different time periods and performance metrics for different elements of compensation. The annual cash incentive program under the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan (the “Short-Term Cash Incentive Plan”) for the Leadership Teamleadership team reflects performance on Adjusted EBIT goals and a scorecard of strategic and operational performance measures, as well as individual performance.goals. The annual cash incentive program under the Short-Term Cash Incentive Plan for associates below the Leadership Teamleadership team level reflected corporate and brand-based performance measures for Fiscal 2017.2018. The Company has also imposed stock ownership guidelines on senior management and included clawback provisions in our cash-based incentive plans and our equity-based incentive plans which are applicable to all participating associates.

Base Salary

Compensation of Directors

Our Board believes that compensation paid to ournon-employee directors should be competitive with other retailers of comparable size and should enable us to attract and retain individuals of the highest quality to serve as our directors. In Fiscal 2018, the independent compensation consultant to our Compensation and Organization Committee reviewed and evaluated the Company’s compensation program for thenon-employee directors. The Board believes that a significant portion ofnon-employee director compensation should align director interests with the long-term interests of our stockholders. Accordingly,non-employee directors receive a combination of cash and equity-based compensation for their service. Additionally, we believe that compensation for ournon-employee directors should be commensurate with the relative workload of the Board and individual Board members. As a result, average director compensation for our Board was positioned 14% above the median of our peer group in Fiscal 2018, primarily due to the relative frequency of our Board and Board committee meetings.

Annual Compensation

Any officer of the Company who is also a director receives no additional compensation for services rendered as a director. For Fiscal 2017,2018, directors who are not associates of the Company or ourits subsidiaries(“non-associate directors”), other than Arthur C. Martinez, were entitled to receive and they continue to be entitled to receive:

receive the full amount of the annualNon-Executive Chairman Cash Retainer will be paid(paid to Mr. Burman (quarterlyhim quarterly in arrears as long as Mr. Burman continues to serve as theNon-Executive Chairman of the Board)arrears) and the annual grant of theNon-Executive Chairman RSU Retainer will be subject to the following provisions:

Allnon-associate directors are reimbursed for their expenses for attending meetings of the Board of Directors and Board committees and receive the discount on purchases of the Company’s merchandise extended to all Company associates.

Directors’ Deferred Compensation Plan

The Company has maintained the Directors’ Deferred Compensation Plan since October 1, 1998. The Directors’ Deferred Compensation Plan was split into two plans (Plan I and Plan II) as of January 1, 2005 to comply with Internal Revenue Code Section 409A. The terms of Plan I govern “amounts deferred” (within the meaning of Section 409A) in taxable years beginning before January 1, 2005 and any earnings thereon. The terms of Plan II govern “amounts deferred” in taxable years beginning on or after January 1, 2005 and any earnings thereon. Voluntary participation in the Directors’ Deferred Compensation Plan enables anon-associate director of the Company to defer all or a part of his or her retainers, meeting fees (which are no longer paid) and stock-based incentives (including options, restricted shares of Common Stock and RSUs). The deferred compensation is credited to a bookkeeping account where it is converted into a share equivalent. Stock-based

Helen E. McCluskey and Nigel Travis are not included in this table since shebecause they did not serve as anon-associate directordirectors of the Company during Fiscal 2017,2018, having been elected as a directordirectors of the Company oneffective February 23, 2018.3, 2019. The Company’s Chief Executive Officer Fran Horowitz is not included in this table because, as an officer of the Company, she receives no compensation for her services as a director. The compensation received by Ms. Horowitz as an officer of the Company is shown in the“Fiscal 20172018 Summary Compensation Table” beginning on page 7776 of this Proxy Statement and discussed in the text and tables included under the section captioned“EXECUTIVE OFFICER COMPENSATION” beginning on page 7776 of this Proxy Statement.

Director Compensation for Fiscal 20172018

Mr. Burman was granted an additional award of RSUs covering 3,908 shares of Common Stock on the date of the 2018 Annual Meeting. The amount of $96,918 included in the total amount shown in this column for Mr. Burman is reported using the grant date fair value of the award, as computed in accordance with GAAP, of $24.80 per RSU, based on the closing price of the Company’s Common Stock on the grant date ($25.59) and adjusted for anticipated dividend payments during theone-year vesting period. See “Note 12. Share-Based Compensation” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2018 Form10-K, for the assumptions used in the calculation of the amount shown and information regarding the Company’s share-based compensation. The award of RSUs granted to Mr. Burman on the date of the 2018 Annual Meeting remained outstanding at February 2, 2019.