Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☑

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

Abercrombie & Fitch Co.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required
 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

 

  (1)  

Title of each class of securities to which transaction applies:

 

   

 

   
  (2)  

Aggregate number of securities to which transaction applies:

 

   

 

   
  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

   

 

   
  (4)  

Proposed maximum aggregate value of transaction:

 

   

 

   
  (5)   Total fee paid:
   
   

 

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
  (1)  

Amount Previously Paid:

 

   

 

   
  (2)  

Form, Schedule or Registration Statement No.:

 

   

 

   
  (3)  

Filing Party:

 

   

 

   
  (4)  

Date Filed:

 

   

 

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 14, 2018.

 

 

ABERCROMBIE & FITCH CO.

 

 

 

 

ABERCROMBIE & FITCH CO.

P.O. BOX 182168

COLUMBUS, OH 43218

 

 

LOGO

 
   

 

Meeting Information

 

Meeting Type:              Annual Meeting

 

For holders as of:        April 16, 2018

 

Date:    June 14, 2018        Time:    10:00 a.m., EDT

 

   

Location:  Abercrombie & Fitch Co. Offices

                  6301 Fitch Path

                  New Albany, Ohio 43054

   

 

For meeting directions, please call: (614) 283-6751.

 

  

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

 


   

—  Before You Vote  —

How to Access the Proxy Materials

 

 
     

 

Proxy Materials Available to VIEW or RECEIVE:

 

LETTER TO STOCKHOLDERS              NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT              ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018 AND APPENDIX THERETO

 

How to View Online:

 

Have available the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these proxy materials, you MUST request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:        www.proxyvote.com

2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   If requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 31, 2018 to facilitate timely delivery of the proxy materials.

 

   
   

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

 

LOGO     

 

     

 

Vote In Person:    Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   


                Voting Items                    

 

 

A.   Election of Directors

 

The Board of Directors recommends you vote “FOR” the election of each of the following nominees:

 

 

1a.  Kerrii B. Anderson

 

1b.  James B. Bachmann

 

1c.  Bonnie R. Brooks

 

1d.  Terry L. Burman

 

1e.  Sarah M. Gallagher

 

1f.   Michael E. Greenlees

 

1g.  Archie M. Griffin

 

1h.  Fran Horowitz

 

1i.   Charles R. Perrin

 

 

    

 

LOGO   

 
B. Proposals

The Board of Directors recommends you vote “FOR” the proposals under Items 2, 3 and 4:

 

2.

Approval of advisory resolution to approve executive compensation.

 

3.

Approval of an amendment to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 2,200,000 additional shares.

 

4.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2019.

 

C.

Stockholder Proposal

The Board of Directors recommends you vote “AGAINST” the following proposal:

 

5.

Stockholder proposal regarding adoption of a policy regarding accelerated vesting of equity awards of senior executive officers upon a change in control, if the stockholder proposal is properly presented at the Annual Meeting.

 


 

  

 

 

 

  

 

 

 

LOGO