Abercrombie & Fitch 2012 Annual Report Download - page 11

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Table of Contents
Through Continued Engagement with our Stockholders and Consideration of Best Practices, We Expect to Make Further Changes in Our Compensation
Practices
• The Compensation Committee intends to continue to review the mix of long-term incentives granted to the Executive Vice Presidents and
officers below the Executive Vice President level. Over time, the Compensation Committee expects the proportion of performance 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 arrangements with any of our other executive officers.
Our Commitment to Moving Towards Best Practices in Corporate Governance is Exemplified by Numerous Changes We Have Made in the Past Several
Years
• Adoption of majority voting in uncontested director elections
• Adoption of the phased declassification of our Board
• Adoption of Stock Ownership Guidelines for executive officers and directors
• Adoption of director resignation policies for (1) failure to obtain majority support in an uncontested director election or (2) a major job change
• Adoption of a director retirement policy
• The creation of a Lead Independent Director role with a substantive list of duties intended to provide independent Board leadership
• Recommendation and adoption of an annual "say on pay" vote to facilitate transparency and communication among our stockholders, directors
and members of the management team
• A stringent "Clawback" Policy that allows the Company to seek repayment of any incentive amounts that were erroneously paid, without any
requirement of misconduct on the part of the plan participant
• A comprehensive derivatives and hedging policy within our Insider Trading Policy that prohibits directors and officers, among others, from
engaging in hedging transactions with respect to any equity securities of the Company held by them
8