Abercrombie & Fitch 2012 Annual Report Download - page 17

Table of Contents
Three directors 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 Annual Meeting, each of whom was unanimously recommended by the Nominating and Board Governance Committee, are identified below.
The individuals named as proxies in the form of proxy solicited by the Board intend to vote the shares of Common Stock represented by the proxies
received under this solicitation for the Board's nominees, unless otherwise instructed. If any nominee who would otherwise receive the required number of
votes becomes unable or unwilling to serve as a candidate for election as a director, the individuals designated to vote as proxies will have full discretion to
vote the shares of Common Stock represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute
nominee designated by the Board upon recommendation by the Nominating and Board Governance Committee. The Board has no reason to believe that any
of the Board's nominees will be unable or unwilling to serve as a director if elected.
Majority Vote Standard in Uncontested Director Elections
In an uncontested election of directors, which will be the case at the Annual Meeting, 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 votes cast against such nominee's election). Broker non-votes, if any, and abstentions will not be
treated as votes cast. Proxies may not cast votes for more than three nominees.
The Board has adopted a resignation policy, included in the Company's Corporate Governance Guidelines, which requires that an incumbent director
who receives less than a majority of the votes cast in an uncontested election tender his or her resignation and outlines the procedures by which the Board will
consider whether to accept such resignation. The resignation policy provides:
• a director who fails to receive the required number of votes for re-election must offer to resign;
• the Nominating and Board Governance Committee and the Board will evaluate any such resignation in light of the best interests of the Company and
its stockholders in determining whether to accept or reject the resignation, or whether other action should be taken, and may consider any factors
they deem relevant in making such determination;
• if the Board does not accept the resignation, the director who offered to resign will continue to serve on the Board until the next annual meeting of
stockholders at which such director's class is to be considered for election and until the director's successor is elected and qualified or until the
director's death, resignation or removal;
• if the Board accepts the resignation, the Nominating and Board Governance Committee will recommend to the Board whether to fill the resulting
vacancy or to reduce the size of the Board; and
• the Board will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified.
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