Abercrombie & Fitch 2012 Annual Report Download - page 33

Table of Contents
factors they deem appropriate more heavily than others, both the Board and the Nominating and Board Governance Committee believe that, as a group, the
directors should have diverse backgrounds and qualifications. The Company believes that the members of the Board, as a group, have such backgrounds and
qualifications, although this is an area of constant focus for the Board and the Nominating and Board Governance Committee.
The Nominating and Board Governance Committee considers candidates for the Board from any reasonable source, including stockholder
recommendations, and does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional
director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing pursuit of
qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, the Nominating and Board Governance Committee has the
authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention
terms for any such consultant or search firm. No such consultant or search firm was retained during Fiscal 2011.
Information regarding each of our directors is set forth above. In addition to the specific information presented with respect to such individual, the
Company believes that each of its directors has a reputation for the highest character and integrity and that the directors work very cohesively and
constructively with each other and with management. They have each demonstrated business acumen and an ability to exercise sound judgment, as well as a
commitment of service to the Board and the Company.
Director Nominations
The Board, taking into account the recommendations of the Nominating and Board Governance Committee, selects nominees for election as directors at
each annual meeting of stockholders. Stockholders may recommend director candidates for consideration by the Nominating and Board Governance
Committee by giving written notice of the recommendation to the 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 must also describe the qualifications, attributes, skills or other qualities possessed by the
recommended director candidate. A written statement from the candidate consenting to serve as a director, if elected, must accompany any such
recommendation.
In addition, stockholders wishing to formally nominate a candidate for election as a director may do so provided they comply with the notice
procedures set forth in the Company's Amended and Restated Bylaws. On November 15, 2011, the Board approved amendments to Section 2.04 of the
Company's Amended and Restated Bylaws, which addresses the requirements to be satisfied by a stockholder who wishes to nominate candidates for election
as directors. The amendments clarify that a nominating stockholder must be a stockholder of record on both the date of the giving of the required notice of
proposed nomination and the record date for determining the stockholders entitled to notice of and vote at the relevant meeting of the stockholders.
The notice of a nominating stockholder in respect of an annual meeting of stockholders 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 principal executive offices of the Company, not less than 120 days nor
more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, which, for purposes of the Company's 2013
Annual Meeting of Stockholders, means no earlier than the close of business on January 15, 2013 and no later than the close of business on February 14,
2013. Previously, these dates had been based on the anniversary date of the proxy statement furnished in connection with the last annual meeting of
stockholders. The Secretary of the Company will deliver any stockholder nominations received in a timely manner for review by the Nominating and Board
Governance Committee.
The informational requirements for stockholder notices with respect to the nomination of director candidates are significantly more detailed than had
previously been required and include the disclosure of all derivative and synthetic instruments and short interests held by the nominating stockholder and such
stockholder's affiliates or associates as well as by any proposed nominee.
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