Abercrombie & Fitch 2012 Annual Report Download - page 81

Table of Contents
STOCKHOLDER PROPOSALS FOR 2013 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder of the Company seeking to present a proposal pursuant to Rule 14a-8 under the Exchange Act to be considered for inclusion in the
Company's proxy statement for the 2013 Annual Meeting of Stockholders, must submit the proposal in accordance with Rule 14a-8 and deliver it to the
Company at the address set forth below no later than the close of business on January 11, 2013. Only those proposals that comply with the requirements of
Rule 14a-8 under the Exchange Act will be included in the Company's proxy statement for the 2013 Annual Meeting.
Stockholders of the Company seeking to bring business before the 2013 Annual Meeting of Stockholders outside of Rule 14a-8 under the Exchange
Act, or to nominate candidates for election as directors at the 2013 Annual Meeting, must provide timely written notice to the Company and comply with
certain other requirements specified in the Company's Amended and Restated By-Laws. The notice of a proposing stockholder 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 address set forth below, not less
than 120 days nor more than 150 days prior to the June 14, 2013 anniversary date of this year's Annual Meeting. As a result, notices with respect to proposed
business outside of Rule 14a-8 under the Exchange Act, or nominations for director, for the 2013 Annual Meeting of Stockholders must be received no earlier
than the close of business on January 15, 2013 and not later than the close of business on February 14, 2013. The notice requirements applicable to
nominations are described above in the section captioned "PROPOSAL 1 — ELECTION OF DIRECTORS — Director Nominations" beginning on page
30.
Under Section 1.09 of the Company's Amended and Restated Bylaws, a stockholder wishing to bring business (other than nominations for election to
the Board) before the 2013 Annual Meeting of Stockholders must be a stockholder of record on both the date of the giving of the required notice of proposed
business and the record date for determining the stockholders entitled to notice of and to vote at the 2013 Annual Meeting of Stockholders.
The notice to be submitted by a proposing stockholder must include the following information:
• as to each matter the stockholder proposes to bring before the 2013 Annual Meeting of Stockholders (other than nominations for election to the
Board), a brief description of the business desired to be brought before the 2013 Annual Meeting of Stockholders, including the complete text of any
resolutions to be presented and the reason for conducting such business at the 2013 Annual Meeting of Stockholders
• as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made:
• the name and address of each such person
• (A) the class and number of all shares of the Company owned beneficially or of record by such person and any affiliates or associates of such
person; (B) the name of each nominee holder of shares of the Company owned beneficially but not of record by such person or any affiliates or
associates of such person, and the number of such shares of the Company held by each such nominee holder; (C) whether and the extent to which
any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf
of such person, or any affiliates or associates of such person, with respect to the stock of the Company; and (D) whether and the extent to which
any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the
Company) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of which is to mitigate
loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates or such person, or to increase or
decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares
of the Company
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