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ANF > SEC Filings for ANF > Form 8-K on 30-Apr-2014All Recent SEC Filings

Show all filings for ABERCROMBIE & FITCH CO /DE/



Change in Directors or Principal Officers, Other Events, Financial St

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2014, directors Lauren J. Brisky, Kevin S. Huvane, John W. Kessler and Elizabeth M. Lee indicated that they will not stand for re-election to the Board of Directors (the "Board") of Abercrombie & Fitch Co. (the "Company") at the 2014 annual meeting of stockholders (the "2014 Annual Meeting"), but will serve out their remaining terms.

Item 8.01. Other Events.

On April 30, 2014, the Company issued a press release announcing various matters concerning the Company's slate of director candidates to be considered at the 2014 Annual Meeting, including that it had entered into an agreement (the "Agreement") with Engaged Capital, LLC, Glenn W. Welling and various affiliated entities (together "Engaged").

Pursuant to the Agreement, the Company will nominate four new independent director candidates for election to its Board at the 2014 Annual Meeting. Engaged has agreed to withdraw its notice of nomination of director candidates, vote its shares in support of all of the Company's director nominees at the 2014 Annual Meeting and various other provisions, including customary standstill terms.

A copy of the press release is attached hereto as Exhibit 99.1, and a copy of the Agreement is attached hereto as Exhibit 99.2.

The foregoing description is qualified in its entirety by reference to the full text of the press release and the Agreement, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  No.        Description

99.1         Press Release issued on April 30, 2014

99.2         Settlement Agreement, dated as of April 30, 2014, by and among
             Abercrombie & Fitch Co. and Engaged Capital Master Feeder I, LP,
             Engaged Capital Master Feeder II, LP, Pulse LP, Engaged Capital I, LP,
             Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Pulse Ltd.,
             Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W.

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