Abercrombie & Fitch 2012 Annual Report Download

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ABERCROMBIE & FITCH CO /DE/ (ANF)
DEF 14A
Definitive proxy statements
Filed on 05/11/2012
Filed Period 06/14/2012

Table of contents

  • Page 1
    ABERCROMBIE & FITCH CO /DE/ (ANF) DEF 14A Definitive proxy statements Filed on 05/11/2012 Filed Period 06/14/2012

  • Page 2
    ...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. (1) (2) (3) Amount Previously Paid: Form, Schedule or Registration Statement No...

  • Page 3
    ...00 a.m., Eastern Daylight Saving Time, on Thursday, June 14, 2012, at our home office located at 6301 Fitch Path, New Albany, Ohio 43054. We hope that you will be able to attend and participate in the Annual Meeting, at which time we will have the opportunity to review the business and operations of...

  • Page 4
    ... REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION EXECUTIVE OFFICER COMPENSATION Summary Compensation Table Grants of Plan-Based Awards Employment Agreement with Mr. Jeffries Outstanding Equity Awards Stock Options and Stock Appreciation Rights Exercised and Restricted Stock Units...

  • Page 5
    ... APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Required Vote PROPOSAL 4 - RE-APPROVAL OF THE ABERCROMBIE & FITCH CO. INCENTIVE COMPENSATION PERFORMANCE PLAN Summary of the Incentive Plan Plan Benefits Required Vote STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING OF STOCKHOLDERS DELIVERY...

  • Page 6
    ...Annual Meeting of Stockholders • Time and Date • Place • Record Date • Voting 10:00 a.m., Eastern Daylight Saving Time, June 14, 2012 Abercrombie & Fitch Home Office 6301 Fitch Path New Albany, Ohio 43054 April 25, 2012 Stockholders as of the record date are entitled to one vote. Each share...

  • Page 7
    ... named executive officer compensation. The Board recommends a "FOR" vote because we believe our executive compensation policies and practices are effective in achieving the Company's goals of aligning executive pay with the achievement of financial and operational objectives, creating and sustaining...

  • Page 8
    ...semi-annual period to which the grant relates. All of the equity compensation awarded to the CEO in Fiscal 2011 was in the form of stock appreciation rights ("SARs"), which only have value to the CEO if the market price of the Company's Common Stock increases above the market price on the grant date...

  • Page 9
    ... reported in the "Fiscal 2011 Summary Compensation Table," the price of the Company's Common Stock would need to be $79.85 or 63% above the record date stock price. At the record date stock price, the awards are underwater by $14.9 million and, therefore, have no intrinsic value. In addition, equity...

  • Page 10
    ...Compensation Committee that it review the employment agreement of our CEO in light of the current landscape and current practices. We also agreed to consider adding objective criteria in determining whether equity awards would be made to our other executive officers. After last year's Annual Meeting...

  • Page 11
    ... shares to increase relative to the total long-term incentive opportunity for all of these officers. The Compensation Committee intends to consider then current best practices in connection with the negotiation of any new employment agreement or other compensation arrangement with our CEO or any new...

  • Page 12
    ...our home office may also be found on our website (www.abercrombie.com) on the "Investors" page under the "Directions To A&F" link. By Order of the Board of Directors, Michael S. Jeffries Chairman and Chief Executive Officer PLEASE COMPLETE, DATE AND SIGN THE ACCOMPANYING FORM OF PROXY AND RETURN IT...

  • Page 13
    ..."Annual Meeting") will be held on Thursday, June 14, 2012 at 10:00 a.m., Eastern Daylight Saving Time, at our home office located at 6301 Fitch Path, New Albany, Ohio 43054. The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders to which this Proxy Statement...

  • Page 14
    ... Meeting and giving notice of revocation in person. You may also change your vote by choosing one of the following options: executing and returning to the Company a later-dated form of proxy; submitting a later-dated vote through the designated Internet site or the toll-free telephone number stated...

  • Page 15
    ... holds our shares of Common Stock in "street name" through a broker or similar organization, and the stockholder does not provide the broker with instructions within the required timeframe before the Annual Meeting as to how to vote the shares on "nonroutine" matters. Under the rules of the New York...

  • Page 16
    ...Fiscal 2011 are available at www.proxyvote.com. To obtain directions to our home office so that you may attend the Annual Meeting and vote in person, please call our Investor Relations telephone number at (614) 283-6500. Directions to our home office may also be found on our website (www.abercrombie...

  • Page 17
    ...are standing for election at the Annual Meeting. Directors elected at the Annual Meeting will hold office for a one-year term expiring at the 2013 Annual Meeting of Stockholders or until their respective successors are elected and qualified. The nominees of the Board for election as directors at the...

  • Page 18
    ... by each nominee. Business Experience During Past Five Years and Other Information Director Since Name (Age) Nominees for Terms Expiring at the 2013 Annual Meeting of Stockholders James B. Bachmann (69) Mr. Bachmann retired in 2003 as Managing Partner of the Columbus, Ohio office of Ernst & Young...

  • Page 19
    ... was listed on the London Stock Exchange in 1986 at which time Mr. Greenlees became Chairman and Chief Executive Officer, a role he occupied for over 10 years until the company's sale to Omnicom Group Inc., a holding company for a number of advertising and marketing services businesses, in 1998. At...

  • Page 20
    ...January 2009. Mr. Stapleton's experience as a United States Ambassador provides a valuable perspective as the Company continues its significant international expansion. His real estate and private equity background give him a broad perspective of real estate and capital strategies. Mr. Stapleton was...

  • Page 21
    ... Alumni Relations at The Ohio State University and President and Chief Executive Officer of The Ohio State University Alumni Association, Inc., he spends a significant amount of time with the Company's target customer and recruiting base. Mr. Griffin's lengthy service on the Board and institutional...

  • Page 22
    ... and human rights are valuable in her role as a member of the Corporate Social Responsibility Committee. 2010 Certain Relationships and Related Transactions Review, Approval or Ratification of Transactions with Related Persons The Board has adopted the Abercrombie & Fitch Co. Related Person...

  • Page 23
    ... executive officer or director of the Company and the compensation has been approved, or recommended to the Board for approval, by the Compensation Committee; • compensation to a director for services as a director if the compensation is required to be reported in the Company's proxy statement...

  • Page 24
    ... arises concerning an officer or director of the Company, all information regarding the issue is to be reported to the Company's General Counsel for review and, if appropriate or required under the Company's policies (including the Company's Related Person Transaction Policy), submitted to the...

  • Page 25
    ..., to the Company's executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder/Interested Party - Non-Management Director Communication," "Stockholder/Interested Party - Board Communication...

  • Page 26
    ... and CEO positions takes advantage of the talent and knowledge of Mr. Jeffries, the person whom the Board recognizes as the "founder" of the modern day Abercrombie & Fitch, and effectively combines the responsibilities for strategy development and execution with management of day-to-day operations...

  • Page 27
    ... copy of which is posted on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors" page. At least annually, the Audit Committee, in consultation with the Nominating and Board Governance Committee, reviews and reassesses the adequacy of its...

  • Page 28
    ...and officers of the Company; and • other matters required by applicable SEC Rules and NYSE Rules. The Audit Committee's annual report relating to Fiscal 2011 is on page 72. Compensation Committee The Compensation Committee provides overall guidance for the Company's executive compensation policies...

  • Page 29
    ...of the plans; • reviewing and making recommendations to the Board regarding the compensation for the Company's non-associate directors; • reviewing and discussing with management the annual compensation discussion and analysis and related disclosures that applicable SEC Rules require be included...

  • Page 30
    ... and programs, health and safety matters, environmental and sustainability matters, human rights matters, significant philanthropic matters and significant community relations; • reviewing the prudence of having the Company prepare and publish a Corporate Social Responsibility Report and...

  • Page 31
    ... was most recently revised by the Board on August 21, 2007, a copy of which is posted on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors" page. At least annually, the Nominating and Board Governance Committee reviews and reassesses...

  • Page 32
    ... Nominating and Board Governance Committee, policies on director retirement) applicable to the Company in accordance with the applicable NYSE Rules; • periodically reviewing and making recommendations to the Compensation Committee regarding director compensation and stock ownership; • consulting...

  • Page 33
    ... Chair of the Nominating and Board Governance Committee, in care of the Company, at the Company's executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The recommendation must include the candidate's name, age, business address, residence address and principal occupation. The recommendation...

  • Page 34
    ... processes and risks arising from related person transactions; the Corporate Social Responsibility Committee oversees issues related to diversity, sustainability, human rights and similar issues; and the Compensation Committee oversees risks related to compensation programs, as discussed in greater...

  • Page 35
    ... pay decisions are constrained by a grid which relates the size of a pay increase to a given level of performance, subject to aggregate caps (i.e., merit pools). At the Senior Vice President level and above, the Company "custom-fit" job comparisons with market data and all pay decisions are reviewed...

  • Page 36
    ... performance shares granted to our Executive Vice Presidents, as well as the time-based vesting requirements specified in our CEO's employment agreement. In "ITEM 1A. RISK FACTORS" of the Company's Annual Report on Form 10-K for Fiscal 2011, the Company states that "equity-based compensation awarded...

  • Page 37
    ...annually on the date of the annual meeting of stockholders; • the maximum market value of the underlying shares of Common Stock on the date of grant is to be $300,000 (i.e., should the price of the Company's Common Stock on the grant date exceed $100 per share, the number of restricted stock units...

  • Page 38
    ...to the Board on February 15, 2011. Calculated in the same manner as the awards made on the date of the 2011 Annual Meeting, this grant had a grant date fair value of $52.73 per restricted stock unit. See "Note 4. Share-Based Compensation" of the Notes to Consolidated Financial Statements included in...

  • Page 39
    ...of the Company's website at www.abercrombie.com, accessible through the "Investors" page. The Code of Business Conduct and Ethics, which is applicable to all associates (including members of the Board), incorporates an additional Code of Ethics applicable to the CEO, the Chief Financial Officer, the...

  • Page 40
    ... FMR LLC and Edward C. Johnson 3d with the SEC on February 14, 2012 to report beneficial ownership of shares of the Company's Common Stock as of December 31, 2011. Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR...

  • Page 41
    ... upon exercise of SARs without reduction for the value of the exercise price. The numbers reported do not include any unvested restricted shares or restricted stock units or any unvested stock options or SARs held by directors or executive officers (other than those specified in this footnote). 38

  • Page 42
    ... Company's stock ownership guidelines are posted on the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors" page. The guidelines for the executive officers are five times annual base salary for the CEO and one times annual base salary for...

  • Page 43
    ... levels that apply to performance shares granted to our Executive Vice Presidents, as well as the time-based vesting requirements specified in our CEO's employment agreement. In recent years, the Company has made changes to its executive compensation programs to respond to stockholder input...

  • Page 44
    ... the executive compensation and benefits program for the Company's NEOs. The compensation program is comprised of a combination of base salary, annual incentive compensation, long-term incentives and associate benefits. The objective of the executive compensation program is to attract, motivate...

  • Page 45
    ... 30, 1996 - January 31, 2012 Total Stockholder Return ANF vs. S&P 500 vs. S&P Retail Chart Data Source: S&P Research Insight Compensation Program for the CEO Mr. Jeffries, the Company's current Chairman and CEO, is effectively the "founder" of the modern day Abercrombie & Fitch due to his unique...

  • Page 46
    ... per share and a reported grant date fair value of $8.1 million. As of April 25, 2012, both of the semi-annual equity grants of SARs earned during Fiscal 2011 were underwater, since the exercise prices of the SARs are higher than the closing market price of the Company's Common Stock on that date of...

  • Page 47
    ... our executive compensation program for Fiscal 2012, including: • Adding performance shares to the mix of long-term incentives granted to the Executive Vice Presidents with awards vesting only if earnings per share growth targets are achieved. • Negotiating the amendment to the CEO's employment...

  • Page 48
    ...not on the Board in December 2008, when the Company entered into the current CEO employment agreement; and • Hiring a new independent compensation consultant who reports directly to the Compensation Committee, as did the prior consultant. What's New for Fiscal 2012 Since the 2011 Annual Meeting of...

  • Page 49
    ... to his employment agreement, he is only entitled to receive additional performance-based semi-annual equity awards if the market price of the Company's Common Stock during each semi-annual measurement period increases beyond that of all previous high-water marks since December 2008. • CEO Holding...

  • Page 50
    ..., the Company's executive compensation and benefit programs are designed to: • Drive high performance to achieve financial goals and create long-term stockholder value; • Reflect the strong team-based culture of the Company; • Provide compensation opportunities that are competitive with those...

  • Page 51
    ... the individual's current base salary, job responsibilities, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company's ability to attract and retain critical executive officers and salaries paid for...

  • Page 52
    ... the individual's current base salary, job responsibilities, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company's ability to attract and retain critical executive officers and salaries paid for...

  • Page 53
    ... shares is established include the individual's current base salary, job responsibilities, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company's ability to attract and retain critical associates...

  • Page 54
    ... well as the total number of shares covered by stock options, SARs and restricted stock unit grants made to all associates. The annual equity grants are typically reviewed and approved at the Compensation Committee's scheduled March meeting. The grant date for these annual grants is the date of the...

  • Page 55
    ... 15% of base salary and 75% of target annual cash incentive compensation for the disability period. The Company does not offer perquisites to its executive officers that are not widely available to all full-time associates, with the exception of the CEO, who is currently provided certain perquisites...

  • Page 56
    ... a number of factors, including each individual's role and responsibilities within the Company, current compensation, experience and expertise, pay levels in the competitive market for similar positions, internal pay equity relationships including those between the executive officers and the CEO and...

  • Page 57
    ...financial interests that are aligned with those of the Company's stockholders. Accordingly, the Board adopted stock ownership guidelines for all directors and executive officers effective as of November 12, 2009. The guidelines for the executive officers are five times annual base salary for the CEO...

  • Page 58
    ..., SARs, restricted stock units and other sharebased payments result in an accounting charge for the Company. The Committee considers the accounting implications of the executive compensation program, including the estimated cost for financial reporting purposes of equity compensation as well as...

  • Page 59
    ... "Note 4. Share-Based Compensation" of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of the Company's Fiscal 2011 Form 10-K. The actual number of equity awards granted in Fiscal 2011 is shown in the "Fiscal 2011 Grants of Plan-Based...

  • Page 60
    ...(2) Equity Incentive Plan Awards All Other Option/ SAR Awards: Number of Securities Underlying Options/ (4) SARs Date Fair Grant Date Fair Value per Share of Stock Option/ SAR Awards Value of Stock and Option/ SAR Awards (6) Target Name Michael S. Jeffries Grant Date Spring Fall 3/22/2011 9/20/2011...

  • Page 61
    ...a base salary of $1,500,000 per year or such larger amount as the Compensation Committee may from time to time determine. The Jeffries Agreement provides for participation in the Company's Incentive Plan as determined by the Compensation Committee. Mr. Jeffries' annual target bonus opportunity is to...

  • Page 62
    ... Semi-Annual Grant, continued service on the Board) through the applicable grant date. Semi-Annual Grants for periods ending on or prior to July 31, 2011 were in the form of SARs with an exercise price equal to the fair market value of the Company's Common Stock on the grant date. Semi-Annual Grants...

  • Page 63
    ... any associates, customers or suppliers of the Company, its subsidiaries and/or affiliates during the employment term and for one year thereafter. Under the Jeffries Agreement, Mr. Jeffries also remains eligible to receive benefits under the Chief Executive Officer Supplemental Retirement Plan as...

  • Page 64
    ... of Contents Outstanding Equity Awards The following table sets forth information regarding the outstanding equity awards held by the NEOs at the end of Fiscal 2011. Outstanding Equity Awards at Fiscal 2011 Year-End Option/SAR Awards Option/ SAR Name Michael S. Jeffries Grant Date 2/14/2003 12...

  • Page 65
    Ronald A. Robins Jr. 11/16/2009 3/22/2011 7,250 0 7,250 (3) 7,000 (3) (1) Each of these SAR awards vests 100% on January 31, 2014, provided that Mr. Jeffries remains continuously employed by the Company through such date. 61

  • Page 66
    ... unit award by the closing price of a share of Common Stock on the vesting date. Pension Benefits In conjunction with the employment agreement entered into by the Company and Mr. Jeffries as of January 30, 2003, the Company established the Chief Executive Officer Supplemental Executive Retirement...

  • Page 67
    ...Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of the Company's Fiscal 2011 Form 10-K. Nonqualified Deferred Compensation The Company maintains the Nonqualified Savings and Supplemental Retirement Plan for associates, with participants generally at management...

  • Page 68
    ... NEOs' accounts under the Nonqualified Savings and Supplemental Retirement Plan as a result of their deferral contributions and Company matching contributions (which were made in Fiscal 2011 and prior fiscal years) which are above-market for purposes of the applicable SEC Rules are included in the...

  • Page 69
    ...the date of the change in control unless otherwise determined by the Board. The Nonqualified Savings and Supplemental Retirement Plan is subject to requirements affecting deferred compensation under Section 409A of the Internal Revenue Code and is being administered in compliance with the applicable...

  • Page 70
    ... Control of the Company, he will receive his Accrued Compensation and continue to receive his then current base salary and medical, dental and other associate welfare benefits for two years after the termination date. Mr. Jeffries will also receive an additional payment (the "pro-rata bonus") equal...

  • Page 71
    ... compensation and benefits including the SERP; (v) the Company, the Board or any person controlling the Company requires him to be based outside of the United States; and (vi) the failure of the Company to obtain the assumption in writing of the Company's obligation to perform the Jeffries Agreement...

  • Page 72
    ... (currently $1,500,000) for two years after his termination and payment of incentive compensation accrued for the period. The Jeffries Agreement requires the Company to pay a "pro-rata bonus" for the respective fiscal period equal to 60% of Mr. Jeffries' base salary pro-rated for the number of days...

  • Page 73
    ... retirement benefit under the Company's 401(k) Plan and the Company's Nonqualified Savings and Supplemental Retirement Plan. Although not shown in the above table, Ms. Chang also participates in the Company's life insurance plan which is generally available to all salaried associates. The plan pays...

  • Page 74
    ... retirement benefit under the Company's 401(k) Plan and the Company's Nonqualified Savings and Supplemental Retirement Plan. Although not shown in the above table, Ms. Herro also participates in the Company's life insurance plan which is generally available to all salaried associates. The plan pays...

  • Page 75
    ... Associates Stock Plan and the 2003 Director Stock Plan, both non-stockholder approved, as a group, in each case as of January 28, 2012: Equity Compensation Plan Information Number of Shares Underlying Outstanding Options, Restricted Stock Plan Category Units and Rights (a) (3) Equity compensation...

  • Page 76
    ...) in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed with the SEC on March 27, 2012. Submitted by the Audit Committee of the Board: James B. Bachmann (Chair) Pre-Approval Policy Under applicable SEC Rules, the Audit Committee is required to pre-approve...

  • Page 77
    ... - 1,227,778 Audit Fees represent fees for professional services rendered by PwC in connection with the audit of the Company's annual consolidated financial statements and reviews of the unaudited interim consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q. 73

  • Page 78
    ... 2012. Subject to ratification by the stockholders, the Audit Committee of the Board has unanimously reappointed PwC as the independent registered public accounting firm to audit the Company's consolidated financial statements and internal control over financial reporting for the current fiscal year...

  • Page 79
    ... Plan will be payable upon the achievement during each performance period (which may be the Company's Spring and Fall selling seasons or full fiscal year) of specified objectives. Annual incentive compensation targets may be established for eligible associates ranging from 5% to 150% of base salary...

  • Page 80
    ...respect of Fiscal 2011 are shown in the "Fiscal 2011 Summary Compensation Table" on page 56 in the "Non-Equity Incentive Plan Compensation" column. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" RE-APPROVAL OF THE ABERCROMBIE & FITCH CO. INCENTIVE COMPENSATION PERFORMANCE PLAN Required Vote Re...

  • Page 81
    ... must be in writing and delivered in person or by United States certified mail, postage prepaid, and received by the Secretary of the Company, at the address set forth below, not less than 120 days nor more than 150 days prior to the June 14, 2013 anniversary date of this year's Annual Meeting. As...

  • Page 82
    ... 15 Avenue, Brooklyn, New York 11219. Promptly upon request, a separate copy of our Annual Report on Form 10-K for Fiscal 2011 and/or a separate copy of this Proxy Statement will be sent. By contacting American Stock Transfer & Trust Company, LLC, registered stockholders sharing an address can also...

  • Page 83
    ... equity-based compensation awarded under the employment agreement with our CEO could adversely impact our cash flows, financial position or results of operations and could have a dilutive effect on our outstanding Common Stock; • our growth strategy relies significantly on international expansion...

  • Page 84
    ... and cash flows at the store level may cause us to incur impairment charges; • we are subject to customs, advertising, consumer protection, privacy, zoning and occupancy and labor and employment laws that could require us to modify our current business practices, incur increased costs or harm our...

  • Page 85
    ..., to the extent permitted under applicable law. It is important that your form of proxy be submitted promptly. If you do not expect to attend the Annual Meeting in person, please complete, date, sign and return the accompanying form of proxy in the self-addressed envelope furnished herewith or vote...

  • Page 86
    ... and financial responsibility and who are likely to be "covered employees" (within the meaning of Section 162(m) of the Code) for the relevant fiscal year, to be eligible to earn seasonal or annual cash incentive compensation payments to be paid under the Incentive Plan. In addition, all associates...

  • Page 87
    ... for any year under the Incentive Plan to any participant may not exceed $5,000,000. The Board may, from time to time, alter, amend, suspend or terminate the Incentive Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including Section...

  • Page 88
    ... LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2013. Re-approve the Abercrombie & Fitch Co. Incentive Compensation Performance Plan. ¨ ¨ ¨ Against ¨ ¨ ¨ Abstain ¨ ¨ ¨ For Against Abstain ¨ ¨ ¨ The Board of Directors recommends...

  • Page 89
    ...14, 2012, at the Company's executive offices located at 6301 Fitch Path, New Albany, Ohio 43054, at 10:00 a.m., Eastern Daylight Saving Time, and to vote all of the shares which the undersigned is entitled to vote at such Annual Meeting as directed on the reverse side with respect to the matters set...