Additional Proxy Soliciting Materials (definitive) (defa14a)
03 May 2016 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Abercrombie & Fitch Co.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 16, 2016.
ABERCROMBIE & FITCH CO.
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ABERCROMBIE & FITCH CO.
P.O. BOX 182168
COLUMBUS, OH 43218
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Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
April 18, 2016
Date:
June 16,
2016
Time:
10:00 a.m., EDT
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Location:
Abercrombie & Fitch Co. Offices
6301 Fitch Path
New Albany, Ohio 43054
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For meeting directions, please call: (614) 283-6751.
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You are receiving this communication because you hold shares
in the company named above.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a
paper copy (see reverse side).
We encourage you to access and
review all of the important information contained in the proxy materials before voting.
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See the reverse side of this
notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these proxy materials, you MUST request one. There is NO charge for requesting a
copy. Please choose one of the following methods to make your request:
1)
BY
INTERNET:
www.proxyvote.com
2)
BY
TELEPHONE:
1-800-579-1639
3)
BY
E-MAIL*
: sendmaterial@proxyvote.com
* If requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as
instructed above on or before June 2, 2016 to facilitate timely delivery.
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How To
Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please check the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.
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A. Election of Directors
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The Board of Directors recommends you vote FOR the election of each of the following nominees:
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1a. James B.
Bachmann
1b. Bonnie R.
Brooks
1c. Terry L. Burman
1d. Sarah M. Gallagher
1e. Michael E. Greenlees
1f. Archie M. Griffin
1g. Arthur C. Martinez
1h. Charles R. Perrin
1i. Stephanie M. Shern
1j. Craig R.
Stapleton
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The Board of Directors recommends you vote FOR the approval of amendments
to the Companys Amended and Restated Bylaws to implement proxy access under Item 2, FOR the approval of the advisory resolution on executive compensation under Item 3, FOR the approval of the
Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors in Item 4, FOR the approval of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates in Item 5, and FOR the proposal in
Item 6:
2.
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Approval of amendments to the Companys Amended and Restated Bylaws to implement proxy access.
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3.
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Approval of advisory resolution on executive compensation.
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4.
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Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors.
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5.
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Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates.
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6.
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Ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm
for the fiscal year ending January 28, 2017.
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The Board of Directors recommends you vote AGAINST the following proposal:
7.
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Stockholder proposal on adoption of a policy regarding accelerated vesting of equity awards of senior executive officers
upon a change in control, if the stockholder proposal is properly presented at the Annual Meeting.
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