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ANF > SEC Filings for ANF > Form 8-K on 19-Jun-2014All Recent SEC Filings

Show all filings for ABERCROMBIE & FITCH CO /DE/

Form 8-K for ABERCROMBIE & FITCH CO /DE/


19-Jun-2014

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

Abercrombie & Fitch Co. (the "Company") held its 2014 Annual Meeting of Stockholders (the "2014 Annual Meeting") on June 19, 2014 at its home office located at 6301 Fitch Path, New Albany, Ohio. At the close of business on April 30, 2014, the record date for the 2014 Annual Meeting, there were a total of 72,775,111 shares of Class A Common Stock outstanding and entitled to vote. At the 2014 Annual Meeting, 64,019,251 or 87.97% of the outstanding shares of Class A Common Stock entitled to vote were represented by proxy or in person and, therefore, a quorum was present.

The vote on the proposals presented for stockholder vote at the 2014 Annual Meeting was as follows:

Proposal 1 - Election of 12 Directors.

                                                                        Broker
                      Votes For      Votes Against     Abstentions     Non-Votes

James B. Bachmann      59,942,619        360,532          112,422       3,603,678
Bonnie R. Brooks       59,972,412        315,503          127,658       3,603,678
Terry L. Burman        59,490,223        798,178          127,172       3,603,678
Sarah M. Gallagher     60,043,348        244,583          127,642       3,603,678
Michael E. Greenlees   58,725,788       1,563,338         126,447       3,603,678
Archie M. Griffin      42,697,412       17,605,925        112,236       3,603,678
Michael S. Jeffries    59,965,251        336,764          113,558       3,603,678
Arthur C. Martinez     59,458,213        844,819          112,541       3,603,678
Diane L. Neal          60,040,061        247,547          127,965       3,603,678
Charles R. Perrin      59,489,751        796,588          129,234       3,603,678
Stephanie M. Shern     59,970,014        318,868          126,691       3,603,678
Craig R. Stapleton     58,722,213       1,581,299         112,061       3,603,678

Each of James B. Bachmann, Bonnie R. Brooks, Terry L. Burman, Sarah M.
Gallagher, Michael E. Greenlees, Archie M. Griffin, Michael S. Jeffries, Arthur
C. Martinez, Diane L. Neal, Charles R. Perrin, Stephanie M. Shern, and Craig R.
Stapleton was elected as a director of the Company to serve for a term of one
year to expire at the Annual Meeting of Stockholders to be held in 2015.
Proposal 2 - Approval of the Advisory Resolution to Approve Executive
Compensation.

                                                                                           Broker
                              Votes For         Votes Against        Abstentions         Non-Votes
Beneficial Holders of
Class A Common Stock           57,893,810            2,348,793            145,551          3,603,678
Registered Holders of
Class A Common Stock               19,478                6,166              1,775                N/A

Total                          57,913,288            2,354,959            147,326          3,603,678


Proposal 3 - Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year ending January 31, 2015.

                                                                                           Broker
                                Votes For         Votes Against        Abstentions       Non-Votes
Beneficial Holders of Class
A Common Stock                   63,593,742              246,499            151,591              N/A
Registered Holders of Class
A Common Stock                       24,718                  142              2,559              N/A

Total                            63,618,460              246,641            154,150              N/A

Proposal 4 - Stockholder Proposal on the Adoption of a Policy Regarding Accelerated Vesting of Equity Awards of Named Executive Officers upon a Change of Control.

                                                                                            Broker
                             Votes For          Votes Against         Abstentions         Non-Votes
Beneficial Holders of
Class A Common Stock          24,735,933            35,507,225             144,996          3,603,678
Registered Holders of
Class A Common Stock               6,909                17,605               2,905                N/A

Total                         24,742,842            35,524,830             147,901          3,603,678

Proposal 5 - Stockholder Proposal Regarding Adoption of a "Specific Performance Policy".

                                                                                           Broker
                             Votes For         Votes Against         Abstentions         Non-Votes
Beneficial Holders of
Class A Common Stock          3,236,258            57,015,974             135,922          3,603,678
Registered Holders of
Class A Common Stock              7,412                17,511               2,496                N/A

Total                         3,243,670            57,033,485             138,418          3,603,678


Proposal 6 - Stockholder Proposal Regarding "Proxy Access".

                                                                                            Broker
                             Votes For          Votes Against         Abstentions         Non-Votes
Beneficial Holders of
Class A Common Stock          33,290,238            26,961,185             136,731          3,603,678
Registered Holders of
Class A Common Stock               6,089                19,101               2,229                N/A

Total                         33,296,327            26,980,286             138,960          3,603,678

As previously disclosed in the Company's Proxy Statement, dated May 13, 2014, mailed to the Company's stockholders in connection with the solicitation of proxies by the Company's Board of Directors (the "Board") for use at the 2014 Annual Meeting, on April 30, 2014, the Company entered into a settlement agreement (the "Settlement Agreement") with Engaged Capital, LLC, Glenn W. Welling and various affiliated entities (collectively, "Engaged"). Pursuant to the Settlement Agreement, the Board nominated four new independent director candidates -- Bonnie R. Brooks, Sarah M. Gallagher, Diane L. Neal (who had been included in Engaged's notice of nomination of director candidates) and Stephanie M. Shern (collectively, the "New 2014 Nominees"), together with Arthur C. Martinez, James B. Bachmann, Terry L. Burman, Michael E. Greenlees, Archie M. Griffin, Michael S. Jeffries, Charles R. Perrin and Craig R. Stapleton (altogether, the "2014 Nominees") for election as directors of the Company as part of the Company's slate of director nominees for the 2014 Annual Meeting. Engaged agreed to withdraw its notice of nomination of director candidates, vote its shares of Class A Common Stock of the Company in support of all of the 2014 Nominees at the 2014 Annual Meeting and various other provisions, including customary standstill terms. The cost to the Company of complying with the terms of the Settlement Agreement was nominal. Item 8.01. Other Events.

On June 19, 2014, upon the recommendation of the Nominating and Board Governance Committee of the Board, the Board made the following appointments:
(i) Stephanie M. Shern to serve as a member of the Audit Committee of the Board, with such service to be at the pleasure of the Board; (ii) Diane L. Neal to serve as a member of the Compensation Committee of the Board, with such service to be at the pleasure of the Board; (iii) James B. Bachmann and Sarah M. Gallagher to serve as members of the Corporate Social Responsibility Committee of the Board, with such service to be at the pleasure of the Board; and
(iv) Bonnie R. Brooks and Sarah M. Gallagher to serve as members of the Nominating and Board Governance Committee of the Board, with such service to be at the pleasure of the Board. The Board had determined that each of the foregoing individuals meets all of the applicable requirements for service on the respective committee(s) to which they were appointed.

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