Abercrombie & Fitch 2012 Annual Report Download - page 16

Table of Contents
Proposal 2 — Advisory Vote on Executive Compensation
This advisory vote is non-binding but the Board and the Compensation Committee will give careful consideration to the results of voting on this
proposal. The approval of the advisory resolution on executive compensation requires the affirmative vote of a majority in voting interest of the stockholders
present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes "FOR" or
"AGAINST" the proposal.
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.
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
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 requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon.
Abstentions will not be counted as votes "FOR" or "AGAINST" the proposal.
As a routine matter, if your shares of Common Stock are held in street name by a broker, the broker has the discretion to vote your shares even if the
broker does not receive voting instructions from you.
Proposal 4 — Re-Approval of the Abercrombie & Fitch Co. Incentive Compensation Performance Plan
Re-approval of the Abercrombie & Fitch Co. Incentive Compensation Performance Plan requires the affirmative vote of a majority in voting interest of
the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast
and will have the effect of a vote "AGAINST" the proposal.
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.
NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of Abercrombie & Fitch Co. to be
Held on June 14, 2012: This Proxy Statement, the Notice of Annual Meeting of Stockholders and the Company's Annual Report on Form 10-K for 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 [phone]. Directions to our home office may also be found on our website (www.abercrombie.com) on the "Investors" page under the
"Directions To A&F" link.
PROPOSAL 1 — ELECTION OF DIRECTORS
There are currently nine directors – three in the class whose terms expire at the Annual Meeting, three in the class whose terms expire in 2013 and three
in the class whose terms expire in 2014.
At last year's Annual Meeting, the stockholders approved amendments to Section 1 of Article SIXTH of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate") to provide for the phased elimination of the classified structure of the Board through the election of directors
whose terms are then expiring for one-year terms. As the amendments do not shorten the existing term of a director, the directors who were elected prior to
the effectiveness of the amendments (including the directors elected at last year's Annual Meeting) will complete their respective terms and be eligible
thereafter for re-election for one-year terms. Beginning with the 2014 Annual Meeting of Stockholders, the entire Board will be elected annually.
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