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ABERCROMBIE & FITCH CO /DE/ FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 19, 2014

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

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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

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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. [Remainder of page intentionally left blank; signature page follows]



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