Abercrombie & Fitch 2012 Annual Report Download - page 7

Download and view the complete annual report

Please find page 7 of the 2012 Abercrombie & Fitch annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 89

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89

Table of Contents
Board Nominees:
Name Age
Director
Since
Michael S. Jeffries
Chairman and CEO of the Company 67 1996
John W. Kessler
Chairman of Executive Committee Nonindependent Director 76 1998
James B. Bachmann
Chairman of Audit Committee
Independent Director
69
2003
Please see the description of the respective backgrounds of the Board's nominees on page 15 of this Proxy Statement under the caption "Nominees". We
believe these director nominees bring particular expertise, leadership skills and institutional and community knowledge that make them invaluable to the
Company. In particular:
• Mr. Jeffries currently serves as Chairman and CEO of the Company. He is not only the "founder" of the modern day Abercrombie & Fitch brand
but also the creator of each of the Hollister, abercrombie kids and Gilly Hicks brands. We believe he has been critical to the Company's long-term
success and is critical to the success of our ongoing international expansion. As both the principal executive officer and the senior creative talent,
Mr. Jeffries has more knowledge of the Company's operations than any other individual.
• Mr. Kessler currently serves as the chairman of the Executive Committee of the Board. His institutional knowledge of the Company and his
recognized leadership in the Central Ohio business community, where the Company's home office is located, as well as his demonstrated
relationship building skills are invaluable to the Company.
• Mr. Bachmann currently serves as the chairman of the Audit Committee of the Board. His significant public company accounting and financial
expertise, thorough review of the financial and risk management issues applicable to the Company and diligent engagement with management
have helped the Company navigate the increasingly complex financial and risk management issues we have faced and will continue to face as we
continue our international expansion.
Other Company Proposals
• Approval of Advisory Vote on Executive Compensation: We are asking stockholders to approve on an advisory basis our named executive
officer compensation. The Board recommends a "FOR" vote because we believe our executive compensation policies and practices are effective
in achieving the Company's goals of aligning executive pay with the achievement of financial and operational objectives, creating and sustaining
long-term stockholder value and reflecting the strong team-based culture of the Company; and we believe that we have listened to our
stockholders' message at the 2011 Annual Meeting of Stockholders and in subsequent engagement and responded in a meaningful and
appropriate manner.
• Ratification of Appointment of Independent Registered Public Accounting Firm: As a matter of good governance, we are asking stockholders
to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2012. The Board
recommends a "FOR" vote.
• Re-Approval of the Abercrombie & Fitch Co. Incentive Compensation Performance Plan: We are asking stockholders to re-approve the
Abercrombie & Fitch Co. Incentive Compensation Performance
4