8-K 1 annualmeetingjune2014.htm 8-K Annual Meeting June 2014


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 19, 2014


               ABERCROMBIE & FITCH CO.               
(Exact name of registrant as specified in its charter)

              Delaware               
          1-12107                
              31-1469076                  
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

        6301 Fitch Path, New Albany, Ohio 43054         
(Address of principal executive offices) (Zip Code)

                              (614) 283-6500                             
(Registrant's telephone number, including area code)

               Not Applicable               
(Former name or former address,
if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







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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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
ABERCROMBIE & FITCH CO.
 
 
Dated: June 19, 2014
By: /s/ Robert E. Bostrom
 
      Robert E. Bostrom
 
      Senior Vice President, General Counsel and
      Corporate Secretary