Form 8-K
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 9, 2010 (June 9, 2010)
ABERCROMBIE
& FITCH CO.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12107
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31-1469076 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6301 Fitch Path, New Albany, Ohio
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43054 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (614) 283-6500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On June 9, 2010, Abercrombie & Fitch Co. (the Registrant) held its Annual Meeting of
Stockholders (the Annual Meeting) at the Registrants executive offices located at 6301 Fitch
Path, New Albany, Ohio. At the close of business on April 13, 2010, the record date for the Annual
Meeting, there were a total of 88,196,508 shares of Class A Common Stock, par value $0.01 per share
(the Common Stock), of the Registrant outstanding and entitled to vote. At the Annual Meeting,
77,905,980 or 88.33% of the outstanding shares of Common Stock entitled to vote were represented by
proxy or in person and, therefore, a quorum was present.
The vote on proposals presented for stockholder vote at the Annual Meeting was as follows:
Proposal 1 Election of Directors
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Broker |
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Votes For |
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Votes Withheld |
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Abstentions |
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Non-Votes |
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Class of 2013 |
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Edward F. Limato |
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37,529,491 |
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35,527,344 |
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336,931 |
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4,512,214 |
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Robert A. Rosholt |
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54,177,661 |
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18,985,379 |
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230,726 |
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4,512,214 |
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Craig R. Stapleton |
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41,476,517 |
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31,580,701 |
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336,548 |
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4,512,214 |
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Class of 2011 |
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Elizabeth M. Lee |
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70,992,509 |
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2,169,763 |
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231,494 |
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4,512,214 |
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Each of Edward F. Limato, Robert A. Rosholt and Craig R. Stapleton was elected as a director of
the Registrant to serve for a term of three years to expire at the Annual Meeting of Stockholders
to be held in 2013. Elizabeth M. Lee was elected as a director of the Registrant to serve for a
term to expire at the Annual Meeting of stockholders to be held in 2011.
In addition, then incumbent directors whose terms of office continued after the Annual Meeting
were: Lauren J. Brisky and Archie M. Griffin, whose terms will continue until the 2011 Annual
Meeting of Stockholders and James B. Bachmann, Michael S. Jeffries and John W. Kessler whose terms
will continue until the 2012 Annual Meeting of Stockholders.
Proposal 2 Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent
Registered Public Accounting Firm of the Registrant for the fiscal year ending January 29, 2011.
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
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Beneficial Holders of Common Stock |
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76,887,189 |
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737,488 |
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237,763 |
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N/A |
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Registered Holders of Common Stock |
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41,213 |
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676 |
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1,651 |
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N/A |
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Total |
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76,928,402 |
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738,164 |
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239,414 |
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N/A |
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Proposal 3 Approval of the Abercrombie & Fitch Co. 2010 Long-Term Incentive Plan.
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
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Beneficial Holders
of Common Stock |
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26,125,260 |
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46,594,159 |
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630,807 |
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4,512,214 |
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Registered Holders
of Common Stock |
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28,163 |
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12,204 |
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3,173 |
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N/A |
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Total |
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26,153,423 |
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46,606,363 |
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633,980 |
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4,512,214 |
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Proposal 4 Stockholder proposal, described under the caption STOCKHOLDER PROPOSAL NO.
1 in the Registrants definitive Proxy Statement dated May 10, 2010, urging the Registrants Board
of Directors to adopt a policy that the Chairman of the Board be a director who is independent from
the Registrant.
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
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Beneficial Holders
of Common Stock |
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19,788,805 |
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53,181,768 |
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379,653 |
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4,512,214 |
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Registered Holders
of Common Stock |
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15,834 |
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25,297 |
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2,409 |
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N/A |
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Total |
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19,804,639 |
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53,207,065 |
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382,062 |
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4,512,214 |
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Proposal 5 Stockholder proposal, described under the caption STOCKHOLDER PROPOSAL NO. 2
in the Registrants definitive Proxy Statement dated May 10, 2010, urging the Registrants Board of
Directors to take necessary steps (except those steps that must be taken by stockholders) to
eliminate the classification of the Registrants Board of Directors and to require that all
directors stand for election annually.
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
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Beneficial Holders
of Common Stock |
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55,292,169 |
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17,679,495 |
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378,562 |
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4,512,214 |
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Registered Holders
of Common Stock |
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15,179 |
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24,808 |
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3,553 |
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N/A |
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Total |
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55,307,348 |
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17,704,303 |
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382,115 |
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4,512,214 |
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The
Registrants Board of Directors intends to review the
appropriate steps that must be taken in
order to eliminate the classification of the Registrants Board
of Directors and to require that all
directors stand for election annually, and the Board of Directors intends to submit an appropriate proposal in this regard
to the stockholders of the Registrant for their consideration at the 2011 Annual Meeting of
Stockholders. As contemplated by STOCKHOLDER PROPOSAL NO.
2, such declassification would be completed in a manner that
does not affect the unexpired terms of directors.
Proposal 6 Stockholder proposal, described under the caption STOCKHOLDER PROPOSAL NO. 3
in the Registrants definitive Proxy Statement dated May 10, 2010, urging the Registrants Board of
Directors to (1) adopt and disclose a code of vendor conduct, based on the ILO standards; (2)
establish an independent monitoring process that assesses adherence to these standards; and (3)
prepare an annual report, at a reasonable cost, omitting proprietary information, on adherence to
the supplier code, the first such report to be completed by October 2010.
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non- Votes |
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Beneficial Holders
of Common Stock |
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17,014,435 |
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34,841,436 |
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21,494,355 |
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4,512,214 |
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Registered Holders
of Common Stock |
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9,853 |
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30,141 |
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3,546 |
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N/A |
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Total |
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17,024,288 |
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34,871,577 |
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21,497,901 |
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4,512,214 |
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[Remainder of page intentionally left blank; signature on following page]
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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.
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ABERCROMBIE & FITCH CO.
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Dated: June 9, 2010 |
By: |
/s/ David S. Cupps
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David S. Cupps |
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Senior Vice President, General Counsel and Secretary |
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