UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Abercrombie & Fitch Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Items of Business

Proposal		Board Vote Recommendation		For More Information, See Page
Proposal 1 – Election of TwelveEleven Directors		FOReach director nominee	7	8
Proposal 2 – Non-Binding Advisory Resolution to Approve Executive Compensation		FOR	33	36
Proposal 3 – Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to Authorize 150,000 Additional Shares	FOR	64
Proposal 4 – Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 150,0001,100,000 Additional Shares		FOR	71	70
Proposal 54 – Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 202129, 2022		FOR	82	84

Proposal 1 – Election of TwelveEleven Directors to a One-Year Term

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board of Directors of the Company (the “Board”) has unanimously nominated and unanimously recommends a vote“FOR” each of the following nominees for election as a director to the Board for a one-year term, eligible for re-election in 2021:2022:

Nominee, Age		Director Since		Committees		Independent
Kerrii B. Anderson, 6263		February 2018		Audit and Finance (Chair); Nominating and Board Governance
Terry L. Burman, 74 75 Non-Executive Chairman of the Board		January 2014		Executive (Chair)
Felix J. Carbullido, 5354		August 2019		Compensation and Organization; Corporate Social Responsibility
Susie Coulter, 5455	Not currently a director	None May 2020		Corporate Social Responsibility
Sarah M. Gallagher, 6869		June 2014		Nominating and Board Governance; Corporate Social Responsibility
James A. Goldman, 6162	Not currently a director	None May 2020
Michael E. Greenlees, 73	February 2011	Compensation and Organization (Chair); Audit and Finance
Archie M. Griffin, 65	August 2000	Corporate Social Responsibility (Chair); Organization; Nominating and Board Governance
Michael E. Greenlees, 74		February 2011		Audit and Finance; Compensation and Organization
Fran Horowitz, 56 57 Chief Executive Officer		February 2017	Executive	Executive		No
Helen E. McCluskey, 6566		February 2019		Compensation and Organization (Chair); Audit and Finance
Charles R. Perrin, 74	January 2014
Kenneth B. Robinson, 66		February 2021		Audit and Finance
Nigel Travis, 71		February 2019		Nominating and Board Governance (Chair); Compensation and Organization; Executive
Nigel Travis, 70	February 2019	Audit and FinanceFinance; Executive

Proposal 2 – Non-Binding Advisory Resolution to Approve Executive Compensation

We are asking stockholders to approve a non-binding advisory resolution to approve the compensation of our named executive officers for the fiscal year ended February 1, 2020January 30, 2021 (“Fiscal 2019”2020”). The Board recommends a vote“FOR” this proposal because we believe our executive compensation policies and practices are effective in aligning the interests of our named executive officers (sometimes referred to herein as theour “NEOs”) with the achievement of our financial goals and the creation of long-term stockholder value.

Proposal 3–Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors 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 Directors to authorize 150,000 additional shares of Common Stock needed to continue to make grants to non-associate directors consistent with historic grant practices. The Board recommends a vote“FOR” this proposal because we believe that it is important to continue to offer equity as a part of the compensation program for our non-associate directors to reinforce alignment with our stockholders.

Proposal 4 – Approval of an Amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 150,0001,100,000 Additional Shares

We are asking stockholders to approve an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 150,0001,100,000 additional shares of Common Stock needed to continue to make grants to executivesexecutive officers and employees, or as referred to by the Company, “associates,” of the Company and 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 executivesexecutive officers and other associates.

Proposal 54 – Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 30, 202129, 2022

We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022 (“Fiscal 2020.2021”). 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 leadingbest practices and reinforces the Company’s culture and values:

Practices We Employ		Practices We Avoid
Emphasis on at-risk pay	x	Excise     No excise tax gross-up payments
Rigorous performance metrics	x	Hedging     No hedging of equity securities
Stock ownership guidelines		No pledging of equity securities
Benchmark NEO pay against a compensation peer group	x	Pledging     No modification of equity securities
out-of-the	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 2019:2020:

Compensation Program Changes for Fiscal 2020 in Response to COVID-19

We entered Fiscal 2020 optimistic about the significant progress made in the fiscal year ended February 1, 2020 (“Fiscal 2019”) to optimize our global store network, enhance digital and omnichannel capabilities, increase the speed and efficiency of our product life cycle, and improve customer engagement. In January 2020, we began to experience

business disruptions in the Asia-Pacific (“APAC”) region as a result of COVID-19 and in February 2020, the situation escalated as the scope of COVID-19 worsened beyond the APAC region, with the United States, and the Europe, Middle East and Africa (“EMEA”) region experiencing significant outbreaks. As a result, in January 2020, we temporarily closed the majority of our stores in the APAC region and in March 2020, we temporarily closed our stores across brands in North America and the EMEA region. In addition, we recommended associates who were able to perform their role remotely do so. In parallel to implementing a temporary reduction in work schedules and furloughing North America and EMEA region store associates, we implemented a temporary reduction in pay for our most senior leaders. While we did place some associates on temporary furlough, we funded 100% of the health premiums for eligible associates impacted by those measures for a period of time.

In the midst of these difficult decisions, our priority throughout the pandemic has been the well-being of our associates, our customers and our communities. We proactively closed our global stores in response to the pandemic. Similarly, we quickly pivoted to a work from home model to reduce the risk of spreading COVID-19 within our home offices. Throughout our global stores and global offices, we followed local government-mandated guidelines to mitigate the spread of COVID-19 and to keep our customers, our associates and our communities safe. Across our global operations, we put in place a range of additional measures to provide safe working environments. We provided increased cleaning and sanitizing of equipment and common areas, as well as temperature and wellness checks, and adjusted shifts, break times and facilities set up to support appropriate social distancing at all times, among other things. We continued to follow local government and health organizations’ recommendations and made changes to our operations as and when the situation required them. As our stores began to reopen, we followed a similar approach of increasing our health and safety protocols, including requiring masks for all associates and customers (depending on geographic region), reducing hours, increasing cleaning, and managing occupancy limits.

We leaned into our omnichannel capabilities and introduced Curbside Pickup where possible to give our customers another safe option of shopping our brands. As the situation evolved, we remained committed to providing relevant updates to our associates and our customers. This included providing ongoing resources to our associate population to help them manage the unprecedented situation through activations including Wellness Wednesday sessions, access to tele-health services, mental wellness resources, parenting resources, and more.

We acted decisively to adopt a COVID-19 operating playbook focused on optimizing digital operations, preserving liquidity, and managing cash flows. Ultimately, we grew digital penetration to 54% of annual revenue in Fiscal 2020 from 33% in Fiscal 2019, expanded our gross profit rate by 110 basis points and fortified our balance sheet to end the year with $1.3 billion of liquidity. Our Compensation and Organization Committee also adopted a number of changes to our compensation programs for Fiscal 2020 to support our updated operating playbook and reflect the extraordinary and uncertain operating environment for Fiscal 2020. Typically, our Compensation and Organization Committee approves the structure and goals for the annual and long-term incentive awards in February and March of each fiscal year. As the impact of the COVID-19 pandemic spread in February and March 2020, our Compensation and Organization Committee closely monitored its impact on the business and the associated implications for the Fiscal 2020 incentive plans – including the selection of metrics critical to a successful navigation of the pandemic and the Company’s ability to set performance goals that were both rigorous and realistic. Due to the substantial uncertainty in the global business environment created by the COVID-19 pandemic, our Compensation and Organization Committee determined to postpone decision-making with respect to most aspects of the Fiscal 2020 incentive design until more was known of the depth and breadth of the pandemic’s impacts on the Company’s operations (particularly with respect to the duration of mandated and voluntary store closures around the globe). In March 2020, our Compensation and Organization Committee approved grants of service-based RSUs only, generally in amounts equal to 40% of the NEOs’ overall target long-term incentive award value for Fiscal 2020 (an equivalent proportion to the overall long-term incentive award value as was issued in service-based RSUs for Fiscal 2019). All remaining decisions relating to the establishment of an annual cash incentive program for Fiscal 2020 and the form and structure of the remaining 60% of the NEOs’ overall long-term incentive award value for Fiscal 2020 were postponed to the second half of the year for approval at our Compensation and Organization Committee’s August 2020 meeting. The decision to grant a portion of the Fiscal 2020 long-term incentive award value in service-based RSUs in March 2020 reflected our Compensation and Organization Committee’s desire to provide a degree of continuity and stability to participating associates, including the NEOs, at a time when the nature, form and timing of the Company’s remaining incentive programs were yet to be determined.

Over the course of Summer 2020, our Compensation and Organization Committee evaluated a variety of possible approaches to the Fiscal 2020 annual cash incentive program in light of the uncertainties created by the COVID-19 pandemic. At that point, the duration and severity of the pandemic were unknown, and it was difficult to predict whether

5  

The structure outlined above reflects threeCompensation Program Changes for Fiscal 2021

Looking ahead to Fiscal 2021, we will continue to prioritize the health and safety of our associates and our customers, and we believe the decisions made during Fiscal 2020 have positioned the Company’s business for long-term growth and future value creation. Our Compensation and Organization Committee approved several changes to the Company’s compensation program for Fiscal 2019:2021, which reflect a transition back toward an incentive design approach more similar to the incentive design framework that was in place prior to Fiscal 2020, while also acknowledging that significant economic uncertainty remains ahead:

	The weighting of PSAs was increased from 50%	Return to 60% (with a corresponding reductionmeasuring 100% Adjusted EBIT in the weighting of RSUs from 50% to 40%) to reinforce our commitment to pay for performance; and
	Net Sales CAGR was added as a metric for the Fiscal 2019 - Fiscal 2021 PSAs and is equally weighted with Average ROIC and Relative TSR (33 1/3% each); the addition of Net Sales CAGR as a PSA metric is meant to reinforce key growth priorities in our “Growing while Transforming” phase of our transformation.
	The vesting schedule for RSUs was shifted to a three-year ratable vest from a four-year ratable vest to more closely reflect competitive practice among our compensation peer group of similarly-sized, specialty retailers against whom we compete for talent.annual cash incentive program;

Return to Spring and Fall seasonal measurement for the annual cash incentive program;

Continue to grant long-term incentive awards in a mix of 50% PSAs and 50% service-based RSUs; and

PSAs will be earned based on three equally weighted metrics: Three-Year Net Sales Growth Rate Over Base; Three-Year Average EBIT Margin Percent; and Three-Year Relative Total Shareholder Return.

The changes to the program in Fiscal 2020 were intended to reflect the immediate operational priorities and uncertainty around forecasting long-term performance. The changes approved for Fiscal 2021 shift back toward a focus on annual profitability and long-term growth.

Ongoing Commitment to Pay-for-Performance

We remain committed to aligning the outcomes of our short-term and long-term incentive compensation programs with the Company’s performance. For NEOs, the majority of their total compensation opportunity is at-risk, or contingent upon the Company’s financial performance and appreciation in the market price of the Company’s Common Stock.

We seek to foster and encourage engagement with our stockholders on compensation and other matters on an ongoing basis.matters. This practiceapproach to stockholder outreach has driven high levels of support for the Company’s “Say on Pay” proposal in recent years.

The above results informed our decision to maintain a consistent overall approach in setting ongoing executive compensation for Fiscal 2019. For a detailed discussion of our executive compensation program, please see the “COMPENSATION DISCUSSION AND ANALYSIS” section of this Proxy Statement beginning on page 34.37.

COVID-19 Response

In response to the onset of the COVID-19 pandemic, we started implementing measures and practices to help keep our customers, our associates and our communities safe and healthy. We also deepened our community support to provide resources and funding to impacted communities. Our response to COVID-19 included the following actions:

Corporate Governance Highlights

We consistently seek to follow best practices in corporate governance and have made various changes to our policies and practices based on our commitment to high standards and in response to stockholder input. A few corporate governance highlights are as follows:

	11
10 of 1211 director nominees are independent		Diverse Board in terms of experience and skills
Directors elected annually by majority of votes cast		Separation of Chairman of the Board and Chief Executive Officer positions
64% of director nominees are diverse as to gender or race/ethnicity		Annual Board and Board committee self-assessments
Implemented “Proxy Access” by adopting amendments to our Amended and Restated Bylaws		Director resignation, retirement and confidentiality policies in effect
	Directors elected annually by majority of votes cast
	“Notice   “Notice & Access” framework for delivery of proxy materials		Established management-led Enterprise Risk Management Committee
	58% of director nominees are diverse as to gender and/or ethnicity
	Established Corporate Social Responsibility Committee
	Diverse Board in terms of experience and skills		Director resignation, retirement and confidentiality policies in effect
	Separation of Chairman of the Board and Chief Executive Officer positionsin Fiscal 2009		Established Enterprise Risk Management Committee
	Annual Board and Board committee self-assessments		Adopted stock ownership guidelines for executive officers and directors

Stockholder Engagement Highlights

In Fiscal 2019,2020, despite the limitations posed by the COVID-19 pandemic, we significantly increased ourmaintained ongoing and active dialogues with sell-side analysts and buy-side investors. We participated in six conferences, conducted seven non-deal roadshows, hosted four groups at our home office and led five group store tours. We expect to continue to have discussions with the investment community prior to the Annual Meeting and, as a matter of policy and practice, foster and encourage engagement with our stockholders on progress against the key transformation initiatives that will enable us to expand ourdrive sustainable long-term operating margin.margin expansion.

Proposal 1 — Election of Directors

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

On August 5, 2019,February 4, 2021, the Board, upon the unanimous recommendation of our Nominating and Board Governance Committee, unanimously approved the increase in the size of the Board from tentwelve to eleventhirteen directors and unanimously elected Felix CarbullidoKenneth B. Robinson to fill the vacancy created by the increase. Mr. CarbullidoRobinson 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.

After over 12 years of serviceArchie M. Griffin and Charles R. Perrin, both current directors whose terms on the Board of Directors, James B. Bachmann’s term on the Board of Directors will end immediately prior to the Annual Meeting.Meeting, are not standing for re-election. Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board took action to increasedecrease the size of the Board from eleventhirteen to twelveeleven directors, effective April 6, 2020.immediately prior to the Annual Meeting upon the expiration of the terms of Messrs. Griffin and Perrin. As a result, a total of twelveeleven directors will be elected at the Annual Meeting.

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board has unanimously nominated Kerrii B. Anderson, Terry L. Burman, Felix J. Carbullido, Susie Coulter, Sarah M. Gallagher, Michael E. Greenlees, James A. Goldman, Archie M. Griffin,Michael E. Greenlees, Fran Horowitz, Helen E. McCluskey, Charles R. PerrinKenneth B. Robinson 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 a one-year term expiring at the 20212022 Annual Meeting of Stockholders (the “2021“2022 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 nominee(s) chosen by the Board, unless the Board reduces the number of directors to be elected. If any substitute nominee(s) are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee(s), discloses that such nominee(s) have

candidates functions as an appropriate director succession plan. Pursuant to its charter, our 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 each of Fiscal 2019, and in Fiscal 2020 and Fiscal 2021, our Nominating and Board Governance Committee used third-party global executive search firms to help identify and evaluate director candidates.

The Board, taking into account the recommendations of our 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 our Nominating and Board Governance Committee by giving written notice of the recommendation to the Chair of our 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. In considering candidates recommended by stockholders, our Nominating and Board Governance Committee will take into consideration the needs of the Board and the qualifications of each candidate.

In addition, following thoughtful engagement with our stockholders, ourthe Board has adopted a “Proxy Access” for director nominations bylaw that permits 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, to 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. See page 8986 in our “Questions and Answers About Our Annual Meeting and Voting”“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– Board Refreshment” section of this Proxy Statement on page 27,29, does not have specific eligibility requirements or minimum qualifications that must be met by a candidate. However, the Company’sour Corporate Governance Guidelines provide that no member of the Board may simultaneously serve on the boards of directors of more than three public

Depending on the current needs of the Board, our Nominating and Board Governance Committee may weigh certain factors more or less heavily. Our 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.

Director Nominees Skills Matrix

The Company has identified the following experience, qualifications and skills from questionnaires completed by each director or director nominee.Nominee. The list below is not exhaustive as each director or director nomineeNominee has a broad array of knowledge, experience and skills.

Information regarding each nomineeNominee is set forth below as of March 23, 2020.April 12, 2021. In addition to the information presented below, the Company believes that each of the director nomineesNominees has a reputation for the highest character and integrity and that our current directors have worked cohesively and constructively with each other and with management of the Company. The director nomineesNominees have each demonstrated business acumen and an ability to exercise sound judgment.

Corporate Governance

The following section discusses the Company’s corporate governance, including the role of the Board and Board committees. Our Corporate Governance Guidelines, which were adopted to promote the effective functioning of the Board and Board committees and to reflect the Company’s commitment to high standards of corporate governance, are periodically reviewed by the Board to verify they reflect its evolving corporate governance practices, policies and procedures. In addition, we have adopted a Code of Business Conduct & Ethics, which applies to all associates and directors worldwide (including members of the Board) and incorporates an additional Code of Ethics applicable to theour Chief Executive Officer, theour Chief Financial Officer and other designated financial associates. Additional information regarding corporate governance (including a copy of our Corporate Governance Guidelines), a copy of the charter of each of our Board committees and a copy of our Code of Business Conduct & Ethics, may be found on our Investors website atcorporate.abercrombie.comon the “Corporate Governance” page within the “Our Company” section.

Role of the Board

The business and affairs of the Company are managed by, and under the direction of, the Board, which serves as the ultimate decision-making body of the Company, except for those matters reserved to (or shared with) our stockholders. The Board is responsible for overseeing management, which is, in turn, responsible for the operations of the Company. The Board’s primary areas of focus are strategy, risk management, corporate governance and compliance, as well as evaluating management and guiding changes as circumstances warrant. In many of these areas, significant responsibilities are delegated to Board committees, which are responsible for reporting to the Board on their activities and actions. Please refer to the “CORPORATE GOVERNANCE – Committees of the Board and Meeting Attendance” section of this Proxy Statement beginning on page 2119 for additional information on the Board committees.

Board Leadership Structure

The Board is currently comprised of ten twelve non-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. Terry L. Burman has served as the Company’s Non-Executive Chairman of the Board (“(“Non-Executive Chairman”) since February 3, 2018.

As the Non-Executive Chairman, Mr. Burman has the primary responsibility for presiding over meetings of the Board and executive sessions of our independent directors and for managing the Board. The Non-Executive Chairman’s specific duties and responsibilities are specified in our Corporate Governance Guidelines, and include, without limitation: (i) organizing Board discussion items and workflow; (ii) establishing procedures to govern the Board’s work and agendas for all Board meetings; (iii) facilitating the communication between and among the independent directors and management of the Company; (iv) leading the Board’s review of the succession plan for the CEOour Chief Executive Officer and other key members of our senior executives;management team; and (v) coordinating periodic Board input and review of management’s strategic plan for the Company and the Company’s ongoing transformation.

The Company believes that the service of Mr. Burman as the our Non-Executive Chairman and Ms. Horowitz as our Chief Executive Officer has allowed for effective management of the Company’s business. In addition, the Company believes that the independent Non-Executive 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 at this time. Regularly-scheduled executive sessions of the independent directors, as well as written duties and responsibilities for the our Non-Executive Chairman and for each of our standing committees, support this Board leadership structure.

Committees of the Board and Meeting Attendance

During Fiscal 2019,2020, the Board held elevenseven regularly-scheduled meetings of the full Board and eightthirteen meetings of thenon-managementnon-managementdirectors directors (in the form of executive sessions scheduled as agenda items at regularly-scheduledin-personmeetingsregularly-scheduled meetings of the Board as well as separate meetings of thenon-managementthe non-managementdirectors). In addition, the Board held oneeight special meetingmeetings during Fiscal 2019.2020. All of the incumbent directors attended at least 75% of the Board and Board committee meetings they were eligible to attend during Fiscal 20192020 and 100% of the then incumbent directors then standing for re-election attended the Company’s last annual meeting of stockholders held virtually on June 12, 2019.May 20, 2020.

In accordance with the Company’s Corporate Governance Guidelines and applicable rules of the New York Stock Exchange (“NYSE”) set forth in the NYSE Listed Company Manual (the “NYSE Rules”), the non-management directors

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 management, as well as the ability to engage advisors. The Chair of each Board committee reports on the applicable committee’s activities at each Board meeting and has the opportunity to discuss risk management with the full Board at that time.