EX-24.1 5 c20618exv24w1.htm EX-24.1 exv24w1
Exhibit 24.1
POWER OF ATTORNEY
Each director and executive officer of Abercrombie & Fitch Co. (the “Company”) whose signature appears below hereby constitutes and appoints Michael S. Jeffries, Jonathan E. Ramsden and Ronald A. Robins, Jr., and each of them, with full power to act without the others, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign and to cause to be filed with the Securities and Exchange Commission the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended, (i) 3,000,000 shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”), of the Company for issuance and delivery pursuant to and under the terms of the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “Amended and Restated 2007 LTIP”), (ii) an indeterminate number of additional shares of Class A Common Stock of the Company that may become issuable and deliverable in accordance with the anti-dilution provisions of the Amended and Restated 2007 LTIP and (iii) Series A Participating Cumulative Preferred Stock Purchase Rights deliverable with the shares of Class A Common Stock of the Company, and any and all amendments (including post-effective amendments) to the Registration Statement, including any and all exhibits and other documents required to be included with the Registration Statement and any amendments thereto, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this instrument to be effective as of June 16, 2011.
         
Signature       Title
 
       
/s/ Michael S. Jeffries
 
Michael S. Jeffries
      Chairman, Chief Executive Officer and Director 
 
       
/s/ James B. Bachmann
 
James B. Bachmann
      Director 
 
       
/s/ Lauren J. Brisky
 
Lauren J. Brisky
      Director 
 
       
/s/ Michael E. Greenlees
 
Michael E. Greenlees
      Director 
 
       
/s/ Archie M. Griffin
 
Archie M. Griffin
      Director 
 
       
/s/ Kevin S. Huvane
 
Kevin S. Huvane
      Director 
 
       
/s/ John W. Kessler
 
John W. Kessler
      Director 
 
       
/s/ Elizabeth M. Lee
 
Elizabeth M. Lee
      Director 
 
       
/s/ Jonathan E. Ramsden
 
Jonathan E. Ramsden
      Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
       
/s/ Craig R. Stapleton
 
Craig R. Stapleton
      Director