Abercrombie & Fitch 2012 Annual Report Download - page 15

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Table of Contents
How will my shares be voted?
If you vote by mail, through the Internet, by telephone or in person, your shares of Common Stock will be voted as you direct.
All valid proxies received prior to the Annual Meeting which do not specify how shares of Common Stock are to be voted will be voted, except in the
case of broker non-votes, where applicable, as recommended by the Board.
We recommend that you vote as follows:
• "FOR" the election of each of the director nominees listed under the caption "PROPOSAL 1 — ELECTION OF DIRECTORS" beginning on
page 13;
• "FOR" the approval of the advisory resolution on executive compensation, as described in "PROPOSAL 2 — ADVISORY VOTE ON
EXECUTIVE COMPENSATION" beginning on page 39;
• "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the
fiscal year ending February 2, 2013, as described in "PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM" on page 74; and
• "FOR" the re-approval of the Abercrombie & Fitch Co. Incentive Compensation Performance Plan, as described in "PROPOSAL 4 — RE-
APPROVAL OF THE ABERCROMBIE & FITCH CO. INCENTIVE COMPENSATION PERFORMANCE PLAN" beginning on page 74.
What is a "broker non-vote"?
A "broker non-vote" occurs when a stockholder 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 "non-
routine" matters. Under the rules of the New York Stock Exchange ("NYSE"), your broker cannot vote your shares on non-routine matters unless your broker
receives instructions from you as to how to vote.
Which proposals are "routine" and which are "non-routine"?
The only proposal this year which is considered "routine" is the ratification of the appointment of the Company's independent registered public
accounting firm. The other proposals are considered "non-routine" where your broker can only vote your shares if it receives instructions from you.
Your broker will send you directions on how to instruct your broker to vote your shares. If you want your shares to be voted, you must instruct your
broker how to vote: (i) for the election of our director nominees; (ii) for the proposal to approve the advisory resolution on executive compensation; and
(iii) for the proposal to re-approve the Abercrombie & Fitch Co. Incentive Compensation Performance Plan.
What are the voting requirements for the proposals discussed in the Proxy Statement?
Proposal 1 — Election of Directors
The Company and the stockholders have implemented majority voting for uncontested director elections. Under the Company's Amended and Restated
Bylaws, each nominee must be elected by a majority of the votes cast (i.e., the votes cast for such nominee's election must exceed the vote cast against such
nominee's election). Broker non-votes and abstentions will not be treated as votes cast.
As a non-routine matter, if your shares of Common Stock are held in street name by a broker, the broker does not have discretion to vote your shares.
The broker can only vote your shares if the broker receives instructions from you.
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