Abercrombie & Fitch 2012 Annual Report Download - page 44

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Table of Contents
its policy on the frequency of future votes, the next advisory vote to approve our executive compensation will occur at the 2013 Annual Meeting of
Stockholders.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE ADVISORY RESOLUTION ON
EXECUTIVE COMPENSATION.
Required Vote
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. Under applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will not be
counted as votes "FOR" or "AGAINST" the proposal.
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides important information on our executive compensation programs and the amounts shown in the
executive compensation tables that follow. In this Proxy Statement, the term "named executive officers" (sometimes referred to as "NEOs") means the five
individual executive officers named in the executive compensation tables that follow (and listed below). The compensation programs are governed by the
Compensation Committee of the Board ("Compensation Committee" or "Committee"), which is comprised solely of independent, non-associate directors of
the Company.
The Company's NEOs include the following individuals who served as executive officers of the Company throughout Fiscal 2011 and continue to
serve:
Michael S. Jeffries, Chairman and CEO
Jonathan E. Ramsden, Executive Vice President and Chief Financial Officer (the "CFO")
Diane Chang, Executive Vice President — Sourcing
Leslee K. Herro, Executive Vice President — Planning and Allocation
Ronald A. Robins Jr., Senior Vice President, General Counsel and Secretary
Executive Summary
The Company's compensation programs are closely aligned with the Company's performance, reflect best practices and are uniquely suited to fit our
culture and our brands. The Company is operated with the objective of creating long-term value for stockholders and associates by delivering a unique
customer experience, high-quality fashion forward apparel and an American lifestyle that is synonymous with our iconic global brands. We believe this
strategy has been successful, as demonstrated by the fact that the Company's results have translated into significant value for the Company's stockholders
since the initial public offering in 1996.
The Compensation Committee, in consultation with Company management and the Compensation Committee's independent advisors, oversees the
executive compensation and benefits program for the Company's NEOs. The compensation program is comprised of a combination of base salary, annual
incentive compensation, long-term incentives and associate benefits. The objective of the executive compensation program is to attract, motivate and retain
key creative and management talent who thrive in the highly-competitive specialty retail industry. The executive compensation program is designed to
encourage a high degree of teamwork and rewards individuals for achieving challenging financial and operational objectives that we believe lead to the
creation and sustaining of long-term stockholder value.
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