Abercrombie & Fitch 2015 Annual Report Download - page 72

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Table of Contents
72
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors, Executive Officers and Persons Nominated or Chosen to Become Directors or Executive Officers
Information concerning directors and executive officers of A&F as well as persons nominated or chosen to become directors or
executive officers is incorporated by reference from the text to be included under the caption “PROPOSAL 1 — ELECTION OF
DIRECTORS” in A&F’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 16, 2016 and from
the text under the caption “EXECUTIVE OFFICERS OF THE REGISTRANT” at the end of "ITEM 1. BUSINESS" in PART I
of this Annual Report on Form 10-K.
Compliance with Section 16(a) of the Exchange Act
Information concerning beneficial ownership reporting compliance under Section 16(a) of the Securities Exchange Act of 1934,
as amended, is incorporated by reference from the text to be included under the caption “SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT — Section 16(a) Beneficial Ownership Reporting Compliance” in A&F’s
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 16, 2016.
Code of Business Conduct and Ethics
The Board of Directors has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which is available on
the "Corporate Governance" page of the Company's website at www.abercrombie.com, accessible through the "Investors" page.
Audit and Finance Committee
Information concerning A&F's Audit and Finance Committee, including the determination that the Audit and Finance Committee
has at least one "audit committee financial expert" (as defined under applicable SEC rules) serving on the Audit and Finance
Committee, is incorporated by reference from the text to be included under the caption "PROPOSAL 1 — ELECTION OF
DIRECTORS — Committees of the Board — Audit and Finance Committee," in A&F's definitive Proxy Statement for the Annual
Meeting of Stockholders held on June 16, 2016.
Procedures by which Stockholders May Recommend Nominees to A&F’s Board of Directors
Information concerning the procedures by which stockholders of A&F may recommend nominees to A&F’s Board of Directors
is incorporated by reference from the text to be included under the captions “PROPOSAL 1 — ELECTION OF DIRECTORS —
Director Qualifications and Consideration of Director Candidates” and “PROPOSAL 1 — ELECTION OF DIRECTORS —
Director Nominations” in A&F’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 16, 2016.
These procedures have not materially changed from those described in A&F's definitive Proxy Statement for the Annual Meeting
of Stockholders held on June 18, 2015.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference from the text to be included under the captions
“PROPOSAL 1 — ELECTION OF DIRECTORS — Compensation of Directors,” “PROPOSAL 1 — ELECTION OF
DIRECTORS — Board Role in Risk Oversight,” “PROPOSAL 1 — ELECTION OF DIRECTORS — Compensation and
Organization Committee Interlocks and Insider Participation,” “COMPENSATION DISCUSSION AND ANALYSIS,” “REPORT
OF THE COMPENSATION AND ORGANIZATION COMMITTEE ON EXECUTIVE COMPENSATION” and “EXECUTIVE
OFFICER COMPENSATION” in A&F’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 16,
2016.