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, culminated in the elevation of Fran Horowitz to Chief Executive Officer of the Company, 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 hired 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 Scott 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 notified the Company of his intention to retire from the Board, effective upon the expiration of his current term as a director. As such, Mr. Martinez ceased to serve in the capacity as our Executive Chairman of the Board on February 3, 2018.

We were pleased by our performance in Fiscal 2017, which reflected progress throughout the year 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 continued to improve the customer experience with ongoing investments in loyalty programs, stores,direct-to-consumer and omnichannel capabilities.

We have a strong balance sheet, proven cost management discipline and a clear plan for building on the foundations we laid in Fiscal 2017. For Fiscal 2018, we will continue to focus our attention and our investments on engaging our customers with compelling assortments and new experiences, in clearly defined brand voices, positioning our business for sustainable long-term growth.

Director Election: Nine directors are to be elected at the Annual Meeting. Each director nominee is to be elected to our Board for aone-year term and will be eligible forre-election to our Board in 2019.

Majority Voting 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 the 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:

The Company continued to have extensive dialogue with our stockholders in the fiscal year ended February 3, 2018 (“Fiscal 2017”). Over the past twelve months, the Company estimates that it held discussions with stockholders who, in the aggregate, represented approximately 50% of the shares of Common Stock eligible to be voted at the Annual Meeting. The Company expects to continue such discussions prior to the Annual Meeting and, as a matter of policy and practice, fosters and encourages engagement with our stockholders on compensation and other matters on an ongoing basis.

We believe that our executive compensation policies and practices appropriately align the interests of our executive officers with the achievement of our financial goals and the creation of long-term stockholder value. They reflect a continued focus on performance and support the Company’s transition to a brand-based organization. We offer compensation opportunities that are: (i) competitive with those offered by similar specialty retail organizations and other companies with which the Company competes for high caliber executive talent; and (ii) delivered in a mix of programs and vehicles that emphasize “at risk” components of pay, that are only earned upon the achievement of rigorous performance goals.

In evaluating this year’s “Say on Pay” proposal, we recommend that you review our“COMPENSATION DISCUSSION AND ANALYSIS” section that begins on page 55 of the Proxy Statement, which explains how and why the Compensation and Organization Committee arrived at its executive compensation decisions for Fiscal 2017 and beyond.

Our compensation programs remained unchanged in Fiscal 2017. Our Fiscal 2017 compensation structure allowed the flexibility to differentiate high performance during a year of strategic changes and operational improvements and also served as a meaningful retention tool for our Leadership Team. An overview of our compensation programs for Fiscal 2017 is shown below:

8

Retrospective Financial Performance (Adjusted EBIT) MODIFIED BY Forward-Looking, Strategic Drivers (Scorecard) MODIFIED BY Individual Performance

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, we continued to evolve our business and respond to challenges in the 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:

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 threshold to maximum, which reflects the sensitivity of our pay programs and goal-setting to our ongoing business transformation.

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:

10

111.7% 8.2% total payout

Abercrombie & Fitch Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 30, 2018

TO OUR STOCKHOLDERS:

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

1.  To elect nine directors, each to serve for a term of one year to expire at the 2019 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.

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, 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, 2018 to stockholders of record at the close of business on April 16, 2018. The Notice contains information on how to access our Proxy Statement, our Annual Report on Form10-K for the fiscal year ended February 3, 2018, 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

Senior Vice President, General Counsel

and Corporate Secretary

YOUR VOTE IS IMPORTANT

Before you vote, access the proxy materials in one of the following ways prior to the Annual Meeting:

To view Online: Have available the information that is printed in the box marked by the arrow provided in your Notice and visit:www.proxyvote.com. You may visitwww.proxyvote.com 24 hours a day, seven days a week, prior to 11:59 p.m., Eastern Daylight Time, on June 13, 2018.

To request and receive a PAPER orE-MAIL copy:

YouMUST request a paper ore-mail copy of the proxy materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

(1)   By Internet:		www.proxyvote.com
(2)   By Telephone:		1-800-579-1639
(3)   ByE-Mail*:		sendmaterial@proxyvote.com

*

If you request proxy materials bye-mail, please send a blanke-mail including in the subject line the information that is printed in the box marked by the arrow provided in your Notice. Requests, instructions and other inquiries sent to thise-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 31, 2018 to facilitate timely delivery of the proxy materials.

Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

(614)283-6500

PROXY STATEMENT

Dated April 30, 2018

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 14, 2018

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”) for use at the 2018 Annual Meeting of Stockholders to be held at the offices of the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday, June 14, 2018, at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting” or the “2018 Annual Meeting”). On or about April 30, 2018, we began mailing7, 2020, 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, aMarch 23, 2020. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. The Notice of Internet Availability of Proxy Materials containing instructionscontains information on how to access thethis Notice of Annual Meeting of Stockholders, thisthe Proxy Statement, the form of proxy and our Annual Report on Form10-K for the fiscal year ended February 3, 20181, 2020 (“Fiscal 2017”2019”) 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 heldInternet, as well as instructions on Thursday, June 14, 2018, at 10:00 a.m., Eastern Daylight Time, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. The purposeshow to request a paper copy 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 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. Crevoiserat and Robert E. Bostrom 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 nine 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; (4) ratify the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company for the fiscal year ending February 2, 2019 (“Fiscal 2018”); 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 2018 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:materials.

Who can vote at the Annual Meeting?

Only holders of shares of the Company’s Common Stockstockholders of record at the close of business on April 16, 2018 (the “Record Date”) or such stockholders’ proxiesMarch 23, 2020, the date established by the Board as the record date, are entitled to receive notice of, and vote at, the Annual Meeting. AtAll stockholders are invited to attend the close of business on the Record Date, there were 67,872,060 shares of Common Stock outstanding and entitled to vote. There are no other voting securitieslive webcast of the Company outstanding. Each stockholder is entitled to oneAnnual Meeting by visitingwww.virtualshareholdermeeting.com/ANF2020. To participate in and vote on each matter voted upon at the Annual Meeting, for each sharestockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their Notice of Common Stock held. To be ableInternet Availability of Proxy Materials or proxy card (if you requested a printed copy of the proxy materials). Even if stockholders plan to vote your shares atparticipate in the Annual Meeting, we urge them to vote as soon as possible by telephone, by mail or over the recordsInternet as described in the Proxy Statement.

By Order of the Board of Directors, Gregory J. Henchel Senior Vice President, General Counsel and Corporate Secretary April 7, 2020

How do I attendHollister, Abercrombie & Fitch and abercrombie kids brands. The brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the Annual Meeting?

world to express their own individuality and style. The Annual Meeting will be held on Thursday, June 14, 2018 at 10:00 a.m., Eastern Daylight Time, at ourCompany has operations in North America, Europe and Asia, among other regions. The Company’s principal executive offices are located at 6301 Fitch Path, New Albany, Ohio 43054. When you arrive, signs will direct you to the appropriate room. Please note that the doors to the meeting room will not be open until 9:00 a.m., Eastern Daylight Time. You should be prepared to present valid government-issued photo identification, such

2020 Annual Meeting Of Stockholders

Annual Meeting Date: May 20, 2020, 10:00 a.m., Eastern Daylight Time Record Date: March 23, 2020

Virtual Stockholder Meeting: www.virtualshareholdermeeting.com/ANF2020

Stockholders as a driver’s license or passport, for admittance. In addition, if you are a stockholder of record, your name will be verified against the list of stockholders of record prior to admittance to the Annual Meeting. If you are a beneficial owner, you must provide proof of beneficial ownership on the record date such as your account statement showing that you owned ourare entitled to one vote per share. Each share of Class A Common Stock, as of April 16, 2018, a copy$0.01 par value per share (the “Common Stock”), is entitled to one vote for each director nominee and one vote with respect to each of the voting instruction form provided by your brokerage firm, bank or other nominee, or other similar evidence of ownership. If you do not provide valid government-issued photo identification and comply with the other procedures outlined above, you will notproposals to be admitted to the Annual Meeting. You do not need to attend the Annual Meeting to vote. voted on.

Even if you plan to attendparticipate in the Annual Meeting online, please submit your vote as soon as possible and, in advanceany event, prior to 11:59 p.m., Eastern Daylight Time, on May 19, 2020. Only registered stockholders as instructed in this Proxy Statement.

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 on Form10-K for Fiscal 2017 (our “Fiscal 2017 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 stockholdersrecord date may vote theirduring the Annual Meeting. Any beneficial owner of shares on the Internet. Registered stockholders who prefer to receive a paper ore-mail copy of our proxy materials must follow the instructionsprocedures 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 should be forwarded to each beneficial stockholder by the brokerage firm, bank or other registered holder of record who is considered the registered owner with respectsuch shares for obtaining a legal proxy to thevote such 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, 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 rightYou can also vote prior 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.

How do I vote my shares?

If you are a registered stockholder (i.e., you hold your shares of record), you may vote your shares usingin one of the following methods (please also see the information provided above and below concerning the difference in how to vote if you hold shares beneficially through a brokerage firm, bank or other nominee instead of as the registered holder — beneficial holders should follow the voting instructions provided by their respective nominees):ways:

You can use the Internet 24 hours a day, seven days a week, to submit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, on June 13, 2018. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.

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. Have your proxy card (if you requested a printed copy of the proxy materials) 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 proxiesThe Company cautions that any forward-looking statements (as such term is defined in the same mannerPrivate Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by the Company, its management or its spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as if you signed, dated“estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and returned a proxy card.If you vote viasimilar expressions may identify forward-looking statements. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the Internet or by telephone, do not return a proxy card.

If I am a stockholder holding sharesforward-looking statements included 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 recordthis Proxy Statement will send you instructions on howprove 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 appointmentbe accurate. In light of the Company’s independent registered public accounting firm without your instructionsignificant uncertainties in the forward-looking statements included herein, including the uncertainty surrounding COVID-19, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to howthe management of the Company. Except as may be required by applicable law, the Company assumes no obligation to vote butpublicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be permitted to vote your shares with respect to any ofrealized.

YOUR VOTE IS IMPORTANT

Please carefully review the other proposals atproxy materials for the 2020 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 shouldStockholders and follow the instructions inabove to cast your vote on all voting matters.

How can I revoke my proxy or change my vote?

If you are a registered stockholder, you may revoke your proxy at any time before it is actually voted at the Annual Meeting by:reinforce alignment with our stockholders.

If you hold your shares in “street name,” you must contact the broker or other nominee holding your shares and follow the instructionsProposal 4 – Approval 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) 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 materialsan Amendment to the beneficial ownersAbercrombie & Fitch Co. 2016 Long-Term Incentive Plan for whom they hold ourAssociates to Authorize 150,000 Additional Shares

We are asking stockholders to approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 150,000 additional shares in order that such shares may be voted. Solicitation may also be made by our directors, officersof Common Stock needed to continue to make grants to executives and select other Company employees, or as referred to by the Company, “associates”“associates,” of the Company telephonically, electronicallyand our subsidiaries consistent with historic grant practices. The Board recommends a vote“FOR” this proposal to enable the Company to continue to pay competitively and assist in attracting, retaining and motivating highly talented executives and other associates.

Proposal 5 – Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 2021

We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2020. The Board recommends a vote“FOR” this proposal.

Executive Compensation Highlights

The following compensation decisions and practices demonstrate how the Company’s executive compensation program reflects leading practices and reinforces the Company’s culture and values:

Practices We Employ		Practices We Avoid
	Emphasis on at-risk pay	x	Excise tax gross-up payments
	Rigorous performance metrics	x	Hedging of equity securities
	Benchmark NEO pay against a peer group	x	Pledging of equity securities
	Stock ownership guidelines	x	Modification of out-of-the money stock options or stock appreciation rights
	Incentive compensation clawback policy
	Annual “say on pay” vote

The following table summarizes the compensation elements provided for our NEOs in Fiscal 2019:

What should I do if I have other questions?

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

PROPOSALProposal 1 — ELECTION OF DIRECTORSElection of Directors

There are currently teneleven directors serving on the Board, all of whose terms expire at the Annual Meeting.

On February 23, 2018,August 5, 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 nineten to teneleven directors and unanimously elected Kerrii B. AndersonFelix Carbullido to fill the vacancy created by the increase. Ms. Anderson had beenMr. Carbullido was recommended to theour Nominating and Board Governance Committee as a result of a director search conducted by Russell Reynolds Associates.a third-party global executive search firm retained by our Nominating and Board Governance Committee.

On January 19, 2018, Arthur C. Martinez informed

After over 12 years of service on the Company that he has decided not to stand forre-electionBoard of Directors, James B. Bachmann’s term on the Board of Directors will end immediately prior to the Annual Meeting. Upon the unanimous recommendation of our Nominating and Board at the Annual Meeting but will serve out his remaining term. At its meeting on April 9, 2018,Governance Committee, the Board took action to reduceincrease the number of directors from ten to nine, effective upon the expirationsize of the current terms of theBoard from eleven to twelve directors of the Company immediately prior to the Annual Meeting.Aseffective April 6, 2020. As a result, ninea total of twelve directors will be elected at the 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, Felix Carbullido, Susie Coulter, Sarah M. Gallagher, Michael E. Greenlees, James A. Goldman, 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. Each of Ms. Coulter and Mr. Goldman was recommended to our Nominating and Board Governance Committee as a result of a director search conducted by a third-party global executive search firm retained by our Nominating and Board Governance Committee. Directors elected at the Annual Meeting will hold office for aone-year term expiring at the 20192021 Annual Meeting of Stockholders (the “2019“2021 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 nomineesnominee(s) chosen by the Board, unless the Board reduces the number of directors to be elected. If any substitute nomineesnominee(s) are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees,nominee(s), discloses that such nomineesnominee(s) have

Nominees

The information set forth in the table below concerning the principal occupation, other affiliations and business experience, as of April 16, 2018, of each Nominee has been furnished to the Company by such Nominee.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “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”), which is administered by the Nominating and Board Governance Committee and the Company’s General Counsel. A copy of the 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 Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company or one of our 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 Policy, a “related person” is any person:

Each director, director nominee or 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, associated entities (as defined in the Policy) and, to the extent actually known by such individual, each associated entity of any immediate family member. Each director, director nominee or 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 had, has or may have, in a related person transaction. Each director, director nominee and 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 our 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 Policy.

Pursuant to the Policy, all related person transactions (other than those deemed to bepre-approved or ratified under the terms of the Policy) will be referred to the 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 the 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, the Nominating and Board Governance Committee will review and, in its discretion, may ratify the transaction at that Committee’s next meeting. If the Company becomes aware of a related person transaction not previously approved under the Policy, the 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 the 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. The Nominating and Board Governance Committee may only approve or ratify those transactions that the Committee determines to be in the Company’s

best interests. In making this determination, the Nominating and Board Governance Committee will review and consider all relevant information available to it, including:

Any related person transaction previously approved or ratified by the Nominating and Board Governance Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Nominating and Board Governance Committee annually.

Pursuant to the terms of the Policy, the following related person transactions are deemed to bepre-approved or ratified (as appropriate) by the Nominating and Board Governance Committee even if the aggregate amount involved would exceed $120,000:

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 our 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 the Nominating and Board Governance Committee for review and disposition.

Transactions with Related Persons in Fiscal 2017

In Schedule 13G/A filings made with the SEC, FMR LLC has reported beneficial ownership of more than 5% of the Company’s outstanding Common Stock. Fidelity Investments Institutional Operation, Inc., an affiliate of FMR LLC, provides record-keeping and administration services for the Abercrombie & Fitch Co. Associate Stock Purchase Plan, the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan, the Company’s long-term incentive plans and the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan. The agreements with Fidelity Investments Institutional Operation, Inc. were negotiated inarm’s-length transactions and the beneficial ownership by FMR LLC of shares of the Company’s Common Stock plays no role in the business relationship between the Company and Fidelity Investments Institutional Operation, Inc. In addition, the Company believes the respective agreements represent standard terms and conditions for record-keeping and administration services. For providing these services, Fidelity Investments Institutional Operation, Inc. received fees in Fiscal 2017 totaling $154,533 and fees in Fiscal 2018 through February 28, 2018 totaling approximately $10,000. These services were reviewed and approved in accordance with the Policy.

Based on information provided by the directors, the executive officers and the legal department of the Company, the Nominating and Board Governance Committee determined that there are no material related person transactions required to be disclosed in this Proxy Statement under applicable SEC rules and regulations (“SEC Rules”) with respect to the directors or the executive officers of the Company or their respective immediate family members or associated entities.

The Company indemnifies the directors and the 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 Restated Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them. In addition, the Company was party to an agreement, dated December 8, 2016, with Stacia Andersen obligating the Company to indemnify Ms. Andersen from any loss if her prior employer instituted legal proceedings regarding thenon-solicitation provisions of her separation agreement with her prior employer (which, by their terms, were effective through December 31, 2017), given the measures taken by the Company and Ms. Andersen to ensure compliance with those provisions.

The Company currently has a five-year arrangement with SeriousFun Children’s Network, Inc. (“SFCN”) in which the Company committed a total pledge of no less than $7,500,000 over a five-year period from January 2016 to December 2020,in-kind products donations and a donation of service hours. In Fiscal 2017, the Company donated $2,757,225 to SFCN representing proceeds from the A&F Challenge andin-store campaigns and $1,221,147 in goods and services. Of this donation to SFCN, $759,199 in cash and $57,390 ofin-kind products were distributed to Flying Horse Farms, Inc. (“FHF”), a member camp of SFCN. Ms. Horowitz joined the Board of Directors of SFCN in March 2017 and her husband joined the Board of Directors of FHF in April 2017. Under the Company’s Related Person Transaction Policy, any transaction where the related person’s interest derives solely from her or his position as a director of another corporation or organization that is a party to the transaction is consideredpre-approved. To address any potential conflict of interest concerns, Ms. Horowitz has been advised not to participate, directly or indirectly, in any future discussions, negotiations or decisions by the Company’s Board, the Philanthropy Committee or any other persons associated with the Company with respect to contributions or donations proposed to be made to SFCN or FHF by or on behalf of the Company.

Director IndependenceNominations

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 and Charles R. Perrin has no commercial, industrial, banking,

consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable NYSE Rules. In the course of reaching these determinations, the Board considered among other things:

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 2017 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. Shern and Craig R. Stapleton, who served as directors of the Company during Fiscal 2017 from January 29, 2017 to August 15, 2017 and from January 29, 2017 to June 15, 2017, 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. The Board determined that each of Ms. Shern and Mr. Stapleton 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.

Meetings of and Communications with the Board

The Board held six regularly-scheduled meetings of the full Board and six meetings of thenon-management directors (in the form of executive sessions scheduled as agenda items at regularly-scheduledin-person meetings of the Board) during Fiscal 2017. In addition, the Board held ten special meetings during Fiscal 2017. All of the incumbent directors attended at least 75% of the Board and Board committee meetings they were eligible to attend during Fiscal 2017.

Although the Company does not have a formal policy requiring members of the Board to attend annual meetings of the stockholders, the Company encourages all incumbent directors and director nominees to attend each annual meeting of stockholders. All of the ten then incumbent directors attended the Company’s last annual meeting of stockholders held on June 15, 2017.

In accordance with the Company’s Corporate Governance Guidelines and applicable NYSE Rules, thenon-management directors of the Company meet (without management present) at regularly-scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or appropriate. Executive sessions of thenon-management directors are scheduled as an agenda item at each regularly-scheduledin-person meeting of the Board. All meetings ofnon-management or independent directors are presided over by the Company Chairman. If thenon-management directors include directors who are not independent, then at least once a year, the independent directors of the Company will meet in executive session and the Company Chairman will preside at each executive session.

The Board believes it is important for stockholders and other interested parties to have a process to send communications to the Board and its individual members. Accordingly, stockholders and other interested parties who wish to communicate with the Board, thenon-management directors as a group, the independent directors as a group, theNon-Executive Chairman of the Board or a particular director may do so by sending a letter to such individual or individuals, in care of the Company’s Corporate Secretary, to the Company’s offices at 6301 Fitch Path, New Albany, Ohio 43054. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder/InterestedParty — Non-Management Director Communication,” “Stockholder/Interested Party — Board Communication,” “Stockholder/Interested Party — Independent Director Communication,” “Stockholder/InterestedParty — Non-Executive Chairman of the Board Communication,” or “Stockholder/Interested Party — Director Communication,” as appropriate. All such letters must identify the author as a stockholder or other interested party and clearly state whether the intended recipients are all members of the Board, allnon-management directors, all independent directors or certain specified individual directors. Copies of all such letters will be circulated to the appropriate director or directors. Correspondence marked “personal and confidential” will be delivered to the intended recipient without opening. There is no screening process in respect of communications from stockholders or other interested parties.

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. Martinez 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 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.

The Board has adopted a written description of the duties and responsibilities of the Company Chairman which include the areas of Board leadership, management liaison and stockholder outreach. In particular, in his role as the Company Chairman, Mr. Martinez had the following duties and responsibilities:candidates

On January 30, 2017, the Board approved the following leadership changes, effective February 1, 2017:

The Board also determined that it would be in the best interest of the Company for Mr. Martinez to continue to serve as Executive Chairman of the Board, in conjunction with the appointment of Ms. Horowitz as the Chief Executive Officer of the Company, until such date as was later determined by the Nominating and Board Governance Committee and the Board. In connection with his continued service as Executive Chairman of the Board, on February 15, 2017, the Board, based on a recommendation from the Nominating and Board Governance Committee, delegated additional duties and responsibilities to Mr. Martinez as permitted under the Company’s Corporate Governance Guidelines. In addition to the specific duties and responsibilities of the Company Chairman as enumerated in the Corporate Governance Guidelines, Mr. Martinez had the following additional duties and responsibilities as Executive Chairman of the Board:

On March 27, 2017, the Board appointed Terry L. Burman to serve as the Lead Independent Director. The Board has adopted a written description of the duties and responsibilities of a Lead Independent Director. In his capacity as Lead Independent Director from March 27, 2017 until the end of Fiscal 2017, Mr. Burman had specific duties and responsibilities that were intended to provide independent Board leadership complementing those of Mr. Martinez as the Executive Chairman of the Board. In his capacity as the Lead Independent Director, Mr. Burman was responsible for:

On January 19, 2018, based on recommendations from the Nominating and Board Governance Committee, the Board took the following actions in furtherance of the planned transition of the Chairman of the Board role from Arthur C. Martinez to Terry L. Burman:

In his role asNon-Executive Chairman of the Board, Mr. Burman has the duties and responsibilities of the Company Chairman which Mr. Martinez had previously discharged, as described above on page 35 of this Proxy Statement.

The Company believes that the service of Mr. Martinez as the Executive Chairman of the Board, Mr. Burman as the Lead Independent Director, Ms. Horowitz as the Chief Executive Officer and Ms. Crevoiserat as the Chief Operating Officer during Fiscal 2017 allowed for effective management of the Company’s business. The Board also believes that the service of Mr. Burman as theNon-Executive Chairman of the Board, Ms. Horowitz as the Chief Executive Officer and Ms. Crevoiserat as the Chief Operating Officer will allow for continued effective management of the Company’s business moving forward. In addition, the Company believes that the independent Company Chairman, together with a Board whose members (other than Ms. Horowitz) all qualify as independent, including the chairs for each of our Board committees, represents the most appropriate Board leadership structure for the Company. Regularly scheduled executive sessions of the independent directors, as well as written duties and responsibilities for the Company Chairman and for each of our standing committees, support this Board leadership structure.

This structure demonstrates to all of our stakeholders, including our associates, customers and stockholders, that our Board is committed to engaged, independent leadership and the performance of the Board’s

responsibilities. Experienced and independent Board members oversee the Company’s operations, risks, performance and business strategy. The Board believes that its strong corporate governance practices provide an appropriate balance among strategy development, operational execution and independent oversight of the Company.

Committees of the Board

The Board has five standing committees — the Audit and Finance Committee, the Compensation and Organization Committee, the Corporate Social Responsibility Committee, the Executive Committee and the Nominating and Board Governance Committee. The current members of these committees are identified in the following table.

The duties and responsibilities of the Audit and Finance Committee are set forth in its charter. The primary functions of the Audit and Finance Committee are to assist the Board in the oversight of:

At least annually, the Audit and Finance Committee authorizes the appointment, compensation and retention of the Company’s independent registered public accounting firm and then oversees that firm’s work, including the resolution of disagreements between management of the Company and the Company’s independent registered public accounting firm regarding financial reporting. The Audit and Finance Committee also reviews and discusses with management of the Company and the Company’s independent registered public accounting firm the Company’s financial statements and the related disclosures to be made in the Company’s periodic reports filed with the SEC, and discusses any other matters required to be communicated to the Audit and Finance Committee by the Company’s independent registered public accounting firm under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. At least annually, the Audit and Finance Committee also reviews and discusses with management of the Company, the Company’s General Counsel, the Company’s Chief Ethics and Compliance Officer, the Company’s Chief Audit Executive and the Company’s independent registered public accounting firm, the Company’s processes regarding compliance with legal and regulatory requirements and communication of and compliance with the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics.

The Audit and Finance Committee’s annual report relating to Fiscal 2017 begins on page 107 of this Proxy Statement.

Compensation and Organization Committee

The 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 the Compensation and Organization Committee throughout Fiscal 2017, 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 the Compensation and Organization Committee from April 11, 2011 to June 14, 2017. 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 the Compensation and Organization Committee during Fiscal 2017 from January 29, 2017 to June 15, 2017. The Board has determined that each member of the Compensation and Organization Committee qualifies, and that during their respective periods of service in Fiscal 2017, each of Terry L. Burman and Craig R. Stapleton qualified, as an independent director under the applicable NYSE Rules, including those specifically applicable to members of the Compensation and Organization Committee.

The Compensation and Organization Committee is organized and conducts its business pursuant to a written charter which 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, the Compensation and Organization Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Compensation and Organization Committee’s charter sets forth the duties and responsibilities of the Compensation and Organization Committee. The primary functions of the Compensation and Organization Committee are to assist the Board in:

At least annually, the Compensation and Organization Committee assesses the independence of consultants, outside counsel and other advisors (whether retained by the Compensation and Organization Committee or by management of the Company) that provide advice to the Compensation and Organization Committee and whether the work performed by compensation consultants or other advisors who are involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual proxy statement.

The Compensation and Organization Committee’s processes and procedures to determine executive compensation, including the use of compensation consultants and the role of executive officers in making recommendations relating to executive compensation, are described in the section captioned“COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 55 of this Proxy Statement.

Corporate Social Responsibility Committee

The 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 the Corporate Social Responsibility Committee throughout Fiscal 2017, with Mr. Griffin serving as the Chair of the Corporate Social Responsibility Committee for all of Fiscal 2017.

The 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, the Corporate Social

Responsibility Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Executive Committee

Arthur C. Martinez served as a member and the Chair of the Executive Committee throughout Fiscal 2017 and resigned as the Chair effective February 3, 2018 in contemplation of his planned retirement as a director of the Company at the expiration of his current term immediately prior to the 2018 Annual Meeting. Mr. Martinez will continue to serve as a member of the Executive Committee until the expiration of his current term as a director of the Company. Terri L. Burman became a member and the Chair of the Executive Committee effective February 3, 2018, upon his appointment asNon-Executive Chairman of the Board of the Company. Fran Horowitz became a member of the Executive Committee on February 1, 2017, upon her appointment as Chief Executive Officer and a director of the Company. James B. Bachmann served as a member of the Executive Committee during Fiscal 2017 from January 29, 2017 to June 15, 2017. Craig R. Stapleton served as a member of the Executive Committee during Fiscal 2017 from January 29, 2017 to June 15, 2017.

The Executive Committee is organized and conducts its business pursuant to a written charter that was most recently revised by the Board on April 20, 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. Periodically, the Executive Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Executive Committee is to act on behalf of the Board in between Board meetings with respect to matters that, in the opinion of the Company Chairman, should not be postponed until the next scheduled meeting of the Board, subject to such limitations as the Board and/or applicable law may impose. In addition, the Executive Committee has been appointed by the Board to take any action deemed necessary under exigent circumstances when a quorum of the Board cannot be satisfied, subject to any limitation imposed under applicable law.

Nominating and Board Governance Committee

Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher and Archie M. Griffin served as members of the Nominating and Board Governance Committee throughout Fiscal 2017, with Mr. Burman serving as the Chair of the Nominating and Board Governance Committee for all of Fiscal 2017. Charles R. Perrin was appointed as a member and the Chair of the Nominating and Board Governance Committee on February 23, 2018. Terry L. Burman resigned as a member and the Chair of the Nominating and Board Governance Committee effective February 23, 2018, in connection with his election asNon-Executive Chairman of the Board of the Company. Craig R. Stapleton served as a member of the Nominating and Board Governance Committee during Fiscal 2017 from January 29, 2017 to June 15, 2017. The Board has determined that each member of the Nominating and Board Governance Committee qualifies, and during their respective periods of service during Fiscal 2017, each of Terry L. Burman and Craig R. Stapleton qualified, as an independent director under the applicable NYSE Rules.

The Nominating and Board Governance Committee is organized and conducts its business pursuant to a written charter which was most recently revised by the Board on February 18, 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, the 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.

The purpose of the Nominating and Board Governance Committee is to provide oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of stockholders and developing and recommending to the Board a set of corporate governance principles applicable to the Company. The Nominating and Board Governance Committee also has responsibility for making recommendations to the Board and the Chairman of the Board in the area of committee membership selection, including Board committee chairs, and overseeing the evaluation of the Board. The Nominating and Board Governance Committee is also to annually review, receive recommendations from the Compensation and Organization Committee and make recommendations to the Board regarding the compensation for the Company’snon-associate directors. The Nominating and Board Governance Committee also has responsibility for the implementation of the Company’s related person transaction policy.

Director Qualifications and Consideration of Director Candidates

Under the Company’s Corporate Governance Guidelines, no director is to be nominated by the Board to stand for election orre-election after reaching age 75. However, the Board may nominate such a director for election orre-election if the Board believes that such director’s service on the Board is in the best interests of the Company and our stockholders. On April 9, 2018, based on a recommendation from the Nominating and Board Governance Committee, the Board unanimously approved the nomination of James B. Bachmann forre-election to the Board and believes his continued service is in the best interests of the Company and our stockholders.

As described above, the Company has a standing Nominating and Board Governance Committee that has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Board Governance Committee evaluates the entirety of each candidate’s credentials and, other than the age guidelines mentioned above, does not have specific eligibility requirements or minimum qualifications that must be met by a candidate. However, the Company’s Corporate Governance Guidelines provide that no member of the Board may simultaneously serve on the boards of directors of more than three public companies other than the Company unless the Board has determined, upon recommendation by the Nominating and Board Governance Committee, that the aggregate number of directorships held would not interfere with the individual’s ability to carry out his or her responsibilities as a director of the Company.

In considering director candidates, the Nominating and Board Governance Committee considers those factors it deems appropriate, including (i) the nominee’s independence, judgment, strength of character, ethics and integrity; (ii) the nominee’s business or other relevant experience and skills and knowledge useful to the oversight of the Company’s business; (iii) the Company’s strong commitment to diversity and inclusion at all levels of the Company; and (iv) such other factors as the members of the Nominating and Board Governance Committee conclude are appropriate in light of the needs of the Board. The Company believes that the Board as a whole should have competency in the following areas: (a) audit, accounting and finance; (b) business judgment; (c) management; (d) industry knowledge; (e) leadership; and (f) strategy/vision. Depending on the current needs of the Board, the Nominating and Board Governance Committee may weigh certain factors more or less heavily. The 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.

While the Board and the 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 the 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

qualifications, although this is an area of constant focus for the Board and the Nominating and Board Governance Committee.

TheOur Nominating and Board Governance Committee considers candidates for the Board from any reasonable source, including stockholder recommendations, and does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing pursuit of qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, theour Nominating and Board Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention terms for any such consultant or search firm. In the retention of any third-party global executive search firm to assist in the search for Board candidates, the Company emphasizes that diversity is a priority. In Fiscal 2017, the2019 and in Fiscal 2020, our Nominating and Board Governance Committee used Russell Reynolds Associates, athird-party global executive search firm,firms to help identify and evaluate director candidates. Kerrii B. Anderson was recommended to the Nominating and Board Governance Committee by Russell Reynolds Associates.

Information regarding each of our directors is set forth above under the caption“Nominees.” In addition to the specific information presented with respect to such individual, the Company believes that each of our directors has a reputation for the highest character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. They have each demonstrated business acumen and an ability to exercise sound judgment.

Director Nominations

The Board, taking into account the recommendations of theour Nominating and Board Governance Committee, selects nominees for election as directors at each annual meeting of stockholders.

Stockholder recommendations for director candidates

Stockholders may recommend director candidates for consideration by theour Nominating and Board Governance Committee by giving written notice of the recommendation to the Chair of theour Nominating and Board Governance Committee, in care of the Company, at the Company’s principal executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation. The recommendation must also describe the qualifications, attributes, skills or other qualities possessedIn considering candidates recommended by the recommended director candidate. A written statement from the candidate consenting to serve as a director, if elected, must accompany any such recommendation.

In addition, stockholders, wishing to formally nominate a candidate for election as a director may do so provided they comply with the notice procedures set forth in Section 2.04 of the Company’s Amended 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 States 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 2019 Annual Meeting, means no earlier than the close of business on January 15, 2019 and no later than the close of business on February 14, 2019. 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 toCommittee will take into consideration 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

correct asneeds of the record dateBoard and the qualifications of each candidate.

In addition, following thoughtful engagement with our stockholders, our Board has adopted a “Proxy Access” for determining the stockholders entitled to receive notice for the annual meeting. Such update and supplement must be delivered either in person or by United States certified mail, postage prepaid, and received by the Corporate Secretary of the Company, at the principal executive offices of the Company, not later than five business days after the record date for the annual meeting at issue.

No person may be elected asdirector nominations bylaw that permits a director unless he or she has been nominated by a stockholder in the manner just described or by the Board or a committee of the Board.

Nominations of Individuals for Election as Directors at the 2019 Annual Meeting Using Proxy Access

A stockholder, or group of up to 20 stockholders, that has owned continuously for at least three years, shares of the Company’s Common Stock representing an aggregate of at least 3% of our outstanding shares, mayto nominate and include in the Company’s proxy materials director nominees constituting up to 25% of the Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in Section 2.04 of the Company’s Amended and Restated Bylaws. For purposesSee page 89 in our “Questions and Answers About Our Annual Meeting and Voting” section of this Proxy Statement for more information.

Director Qualifications and Consideration of Director Candidates

When considering candidates for the Board, our Nominating and Board Governance Committee evaluates the entirety of each candidate’s credentials and, other than the age guidelines mentioned in the “CORPORATE GOVERNANCE --Board Refreshment” section of this Proxy Statement on page 27, does not have specific eligibility requirements or minimum qualifications that must be met by a candidate. However, the Company’s Corporate Governance Guidelines provide that no member of the Board may simultaneously serve on the boards of directors of more than three public