SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.[ ])
¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §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): x 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: |
Sincerely yours, |
/s/ Michael S. Jeffries |
Michael S. Jeffries |
Chairman and Chief Executive Officer |
1. | To elect three directors to serve for terms of three years each. |
2. | To transact any other business which properly comes before the annual meeting or any adjournment. |
By Order of the Board of Directors, |
/s/ Michael S. Jeffries |
Michael S. Jeffries |
Chairman and Chief Executive Officer |
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ALTERNATIVELY, YOU MAY VOTE YOUR PROXY ELECTRONICALLY VIA THE INTERNET OR TELEPHONICALLY BY FOLLOWING THE SPECIFIC INSTRUCTIONS ON YOUR PROXY CARD. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||
---|---|---|---|---|---|---|
J. P. Morgan Chase & Co. | 7,022,142 | (2) | 7.1 | % | ||
270 Park Avenue | ||||||
New York, NY 10017(2) | ||||||
A I M Management Group Inc. | 5,735,951 | (3) | 5.8 | % | ||
11 Greenway Plaza, Suite 100 | ||||||
Houston, TX 77046(3) |
(1) | The percent of class is based on 99,082,609 shares of Common Stock outstanding on April 6, 2001. |
(2) | Based on information contained in a filing with the Securities and Exchange Commission (the “SEC”) dated February 14, 2001, as of December 31, 2000, J. P. Morgan Chase & Co., the parent holding company for The Chase Manhattan Bank, Morgan Guaranty Trust Co. of New York and J. P. Morgan Investment Management, Inc., had sole voting power as to 5,590,381 shares, shared voting power as to 1,004 shares, sole dispositive power as to 6,851,603 shares and shared dispositive power as to 100 shares. |
(3) | Based on information contained in a filing with the SEC dated February 9, 2001, as of December 31, 2000, A I M Management Group Inc., the parent holding company for A I M Advisors, Inc., A I M Capital Management, Inc. and AIM Private Asset Management, Inc., each a registered investment adviser, had sole voting power and sole dispositive power as to 5,735,951 shares. |
John A. Golden | Mr. Golden is a private investor and a retired partner of The Goldman Sachs Group, L.P. He had been a limited partner of The Goldman Sachs Group, L.P. from 1994 until the initial public offering of The Goldman Sachs Group, Inc. in May 1999. Prior thereto, he was a general partner of The Goldman Sachs Group, L.P. Mr. Golden is the Chairman of the Board of Trustees of Colgate University and a member of the Board of Visitors of Columbia University School of Law. Goldman, Sachs & Co., an affiliate of The Goldman Sachs Group, Inc., has from time to time provided investment banking services to the Company, for which Goldman, Sachs & Co. has received customary compensation. |
Seth R. Johnson | Mr. Johnson has been Executive Vice President—Chief Operating Officer of the Company since February 2000. Prior thereto, he had been Vice President—Chief Financial Officer of the Company since 1992. |
Kathryn D. Sullivan, Ph.D. | Dr. Sullivan has been President and Chief Executive Officer of COSI, one of the nation’s leading hands-on science centers located in Columbus, Ohio, since 1996. From 1992 to 1996, she held the post of Chief Scientist, National Oceanic and Atmospheric Administration. From 1978 to 1992, Dr. Sullivan was a NASA Mission Specialist Astronaut and a veteran of three Shuttle missions, with over 500 hours in space. In 1988, Dr. Sullivan joined the Naval Reserve, with a direct commission into the Oceanography program and designation as Naval Astronaut (Specialist). Dr. Sullivan is also a director of American Electric Power Company, Inc. and McDermott International, Inc. |
Russell M. Gertmenian | Mr. Gertmenian has been a partner of Vorys, Sater, Seymour and Pease LLP since 1979 and currently serves as a member of the firm’s Executive Committee. Vorys, Sater, Seymour and Pease LLP rendered legal services to the Company during the 2000 fiscal year and continues to do so. Mr. Gertmenian is also a director of AirNet Systems, Inc. and Liqui-Box Corporation. |
Archie M. Griffin | Mr. Griffin has been Associate Director of Athletics at The Ohio State University, Columbus, Ohio, since 1994. Prior thereto, he served more than nine years in various positions within the Athletic and Employment Services Departments at The Ohio State University. Mr. Griffin is also a director of Motorists Mutual Insurance Company. |
Sam N. Shahid, Jr. | Mr. Shahid has been President and Creative Director of Shahid & Company, Inc., an advertising and design agency, since 1993. Prior thereto, he had served as Vice President and Creative Director of Banana Republic Advertising (an in-house agency for Banana Republic) and Vice President and Creative Director of CRK Advertising (an in-house agency for Calvin Klein). Shahid & Company, Inc. has provided advertising and design services for the Company since 1995. Fees paid to Shahid & Company, Inc. by the Company for services provided during the 2000 fiscal year were approximately $1.7 million. |
Michael S. Jeffries | Mr. Jeffries has been Chairman of the Board of the Company since May 1998 and has been Chief Executive Officer of the Company since February 1992. Prior to May 1998, Mr. Jeffries held the title of President of the Company. |
John W. Kessler | Mr. Kessler has been the owner of John W. Kessler Company, a real estate development company, since 1972; Chairman of The New Albany Company, a real estate development company, since 1988; and Chairman of Marsh & McLennan Real Estate Advisors, Inc., a real estate consulting firm, since 1980. Mr. Kessler is also a director of Bank One Corporation. |
Name, Position with the Company and/or Principal Occupation, Age | Director Continuously Since | Term Expires | Number of Shares of Common Stock Beneficially Owned(1) | Percent of Class(2) | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Raymond C. Attanasio | * | * | 25,301 | (3) | ** | |||||
Senior Vice President, General Merchandise Manager for Abercrombie & Fitch Men’s and Boys’ of the Company, 49 | ||||||||||
Diane Chang | * | * | 1,249 | (3) | ** | |||||
Senior Vice President—Sourcing of the Company, 45 | ||||||||||
Russell M. Gertmenian | 1999 | 2002 | 14,000 | (3)(4) | ** | |||||
Director of the Company; Partner of Vorys, Sater, Seymour and Pease LLP, 53 | ||||||||||
John A. Golden | 1998 | 2001 | 75,554 | (3) | ** | |||||
Director of the Company; Private Investor and Retired Limited Partner of The Goldman Sachs Group, L.P., 56 | ||||||||||
Archie M. Griffin | 2000 | 2002 | 0 | ** | ||||||
Director of the Company; Associate Director of Athletics at The Ohio State University, 46 | ||||||||||
Michael S. Jeffries | 1996 | 2003 | 1,832,118 | (3)(5) | 1.8 | % | ||||
Director and Chairman and Chief Executive Officer of the Company, 56 | ||||||||||
Seth R. Johnson | 1998 | 2001 | 127,796 | (3) | ** | |||||
Director and Executive Vice President—Chief Operating Officer of the Company, 47 |
Name, Position with the Company and/or Principal Occupation, Age | Director Continuously Since | Term Expires | Number of Shares of Common Stock Beneficially Owned(1) | Percent of Class(2) | ||||||
---|---|---|---|---|---|---|---|---|---|---|
John W. Kessler | 1998 | 2003 | 19,304 | (3) | ** | |||||
Director of the Company; Owner of John W. Kessler Company; Chairman of The New Albany Company; Chairman of Marsh & McLennan Real Estate Advisors, Inc., 65 | ||||||||||
Leslee K. O’Neill | * | * | 95,959 | (3) | ** | |||||
Senior Vice President—Planning & Allocation of the Company, 40 | ||||||||||
Sam N. Shahid, Jr. | 1998 | 2002 | 17,192 | (3) | ** | |||||
Director of the Company; President and Creative Director of Shahid & Company, Inc., 59 | ||||||||||
Kathryn D. Sullivan, Ph.D. | 2000 | 2001 | 2,700 | (3) | ** | |||||
Director of the Company; President and Chief Executive Officer of COSI, 49 | ||||||||||
All current executive officers and directors as a group (12 persons) | * | * | 2,211,173 | (3) | 2.2 | % |
* | Not applicable. |
** | Less than 1%. |
(1) | Unless otherwise indicated, each individual has voting and dispositive power over the listed shares and such voting and dispositive power is exercised solely by the named individual or shared with a spouse. |
(2) | The percent of class is based upon the sum of 99,082,609 shares of Common Stock outstanding on April 6, 2001, and the number of shares, if any, as to which the named individual has the right to acquire beneficial ownership upon the exercise of options exercisable within 60 days of April 6, 2001. |
(3) | Includes the following number of shares issuable upon the exercise of outstanding options exercisable within 60 days of April 6, 2001: Mr. Attanasio, 20,488; Ms. Chang, 732; Mr. Gertmenian, 10,500; Mr. Golden, 15,500; Mr. Jeffries, 1,670,933; Mr. Johnson, 62,654; Mr. Kessler, 15,500; Ms. O’Neill, 69,814; Mr. Shahid, 15,500; Dr. Sullivan, 2,500; and all current executive officers and directors as a group, 1,884,121. |
(4) | Includes 600 shares held by son. |
(5) | Includes 800 shares held by son. |
Long Term Compensation | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Awards | |||||||||||||||
Fiscal Year | Annual Compensation | Restricted Stock Awards($)(2) | Shares Underlying Options Granted(#) | All Other Compensation($) | |||||||||||
Name and Principal Position | Salary($) | Bonus($)(1) | |||||||||||||
Michael S. Jeffries | 2000 | $968,270 | $ 309,700 | $ 288,217 | 191,809 | $286,016 | (3) | ||||||||
Chairman and Chief | 1999 | $925,962 | $1,668,580 | $1,096,652 | (4) | 4,661,430 | (4) | $348,891 | |||||||
Executive Officer | 1998 | $692,308 | $1,400,000 | $3,695,625 | (4) | 2,000,000 | (4) | $232,943 | |||||||
Seth R. Johnson | 2000 | $505,770 | $ 163,000 | $ 96,072 | 221,092 | $111,272 | (3) | ||||||||
Executive Vice President— | 1999 | $392,789 | $ 421,536 | $ 365,551 | (4) | 302,742 | (4) | $106,311 | |||||||
Chief Operating Officer | 1998 | $320,385 | $ 325,000 | $ 460,500 | (4) | 0 | $ 69,431 | ||||||||
Diane Chang | 2000 | $482,596 | $ 61,940 | $ 57,643 | 39,581 | $ 83,634 | (3) | ||||||||
Senior Vice President— | 1999 | $431,635 | $ 229,210 | $ 219,322 | (4) | 600 | (4) | $ 35,499 | (3) | ||||||
Sourcing(5) | 1998 | $292,308 | $ 240,000 | $ 898,625 | (4) | 100,000 | (4) | $ 53,333 | (6) | ||||||
Raymond C. Attanasio | 2000 | $388,558 | $ 69,000 | $ 38,429 | 38,055 | $ 59,608 | (3) | ||||||||
Senior Vice President, General | 1999 | $337,116 | $ 179,153 | $ 146,229 | (4) | 30,400 | (4) | $ 7,061 | |||||||
Merchandise Manager for Abercrombie & Fitch Men’s and Boys’(7) | 1998 | $143,077 | $ 111,600 | $ 307,000 | (4) | 70,000 | (4) | $ 0 | |||||||
Leslee K. O’Neill | 2000 | $354,808 | $ 68,460 | $ 38,429 | 42,112 | $ 71,852 | (3) | ||||||||
Senior Vice President— | 1999 | $292,789 | $ 263,460 | $ 146,229 | (4) | 202,142 | (4) | $ 70,051 | |||||||
Planning & Allocation(7) | 1998 | $226,443 | $ 180,000 | $ 307,000 | (4) | 200,000 | (4) | $ 52,991 |
(1) | Represents for each fiscal year, the aggregate of the performance-based incentive compensation for the Spring and Fall selling seasons. |
(2) | Represents for each executive officer, the restricted stock awards for the specified fiscal year under the Company’s 1996 Stock Option and Performance Incentive Plan (1998 Restatement) for awards of restricted shares of Common Stock. Information set forth above is based on the closing price of the Common Stock on the date on which the awards were made (or the most recent prior date on which there were sales). The awards of restricted shares of Common Stock and grant date values discussed below reflect the two-for-one stock split distributed on June 15, 1999. |
On February 5, 2001, 9,780, 3,260, 1,956, 1,304 and 1,304 restricted shares of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively, based on business performance for the 2000 fiscal year. The per share value of Common Stock on the grant date was $29.47. These awards vested 10% on the grant date, and will vest 20%, 30% and 40% on the first through third anniversaries of the grant date, respectively, subject, in each case, to the individual’s continued employment with the Company. |
On February 1, 2000, 52,692, 17,564, 10,538, 7,026 and 7,026 restricted shares of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively, based on business performance for the 1999 fiscal year. The per share value of Common Stock on the grant date was $20.8125. These awards vested 10% on the grant date and 20% on the first anniversary of the grant date, and will vest 30% and 40% on the second and third anniversaries of the grant date, respectively, subject, in each case, to the individual’s continued employment with the Company. |
On February 1, 1999, 60,000, 12,000, 12,000, 8,000 and 8,000 restricted shares of Common Stock were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively, based on business performance for the 1998 fiscal year. The per share value of Common Stock on the then most recent prior date on which there were sales (January 29, 1999) was $38.375. These awards vested 10% on the grant date, 20% on the first anniversary of the grant date and 30% on the second anniversary of the grant date and will vest 40% on the third anniversary of the grant date, subject, in each case, to the individual’s continued employment with the Company. |
On August 1, 1998, 60,000 restricted shares of Common Stock were granted to Mr. Jeffries. The per share value of Common Stock on such date was $23.2188. This award vested 10% on the grant date, 20% on the first anniversary of the grant date and 30% on the second anniversary of the grant date and will vest 40% on the third anniversary of the grant date, subject to continued employment with the Company. |
On May 11, 1998, 20,000 restricted shares of Common Stock were granted to Ms. Chang. The per share value of Common Stock on such date was $21.9063. This award vests 100% on the fifth anniversary of the grant date, subject to continued employment with the Company. |
As of February 3, 2001, the aggregate holdings of restricted shares of Common Stock and the market value of those holdings for the named executive officers were: Mr. Jeffries, 384,885 shares, $11,492,666; Mr. Johnson, 17,095 shares, $510,457; Ms. Chang, 32,176 shares, $960,775; Mr. Attanasio, 8,118 shares, $242,403; and Ms. O’Neill, 8,118 shares, $242,403 (based on the $29.86 fair market value of Common Stock as of Friday, February 2, 2001). The holdings of Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill do not include the 9,780, 3,260, 1,956, 1,304 and 1,304 restricted shares, respectively, granted on February 5, 2001 as noted in the second paragraph of this footnote since these restricted shares were granted after the end of the 2000 fiscal year. |
Dividends will not be paid or accrue and no voting rights will exist with respect to the restricted shares until they vest. |
(3) | Represents for each executive officer, the amount of employer matching and supplemental contributions allocated to his or her account under certain of the Company’s qualified and non-qualified defined contribution plans during the 2000 fiscal year. |
(4) | Reflects the two-for-one stock split distributed on June 15, 1999. |
(5) | Ms. Chang became an executive officer of the Company on May 11, 1998. |
(6) | Represents sign-on bonus paid to Ms. Chang upon joining the Company. |
(7) | Mr. Attanasio and Ms. O’Neill became executive officers of the Company on January 27, 2000. |
Number of Shares Underlying Options Granted (#)(1) | Percent of Total Options Granted to Associates in Fiscal Year | Exercise Price Per Share ($/Sh) | Expiration Date | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term($)(2) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | 5% | 10% | |||||||||||
Michael S. Jeffries | 93,540 | 6.62 | % | $20.8125 | 2/1/2010 | $1,224,333 | $3,102,700 | ||||||
9,000 | 0.64 | % | $15.5625 | 8/1/2010 | $ 88,085 | $ 223,224 | |||||||
89,269 | 6.31 | % | $30.1800 | 2/1/2011 | $1,694,329 | $4,293,763 | |||||||
Seth R. Johnson | 5,135 | 0.36 | % | $20.8125 | 2/1/2010 | $ 67,211 | $ 170,327 | ||||||
210,000 | 14.85 | % | $15.2500 | 2/16/2010 | $2,014,035 | $5,103,960 | |||||||
5,957 | 0.42 | % | $30.1800 | 2/1/2011 | $ 113,064 | $ 286,527 | |||||||
Diane Chang | 1,727 | 0.12 | % | $20.8125 | 2/1/2010 | $ 22,604 | $ 57,284 | ||||||
35,000 | 2.48 | % | $15.2500 | 2/16/2010 | $ 335,673 | $ 850,660 | |||||||
2,854 | 0.20 | % | $30.1800 | 2/1/2011 | $ 54,169 | $ 137,275 | |||||||
Raymond C. Attanasio | 1,152 | 0.08 | % | $20.8125 | 2/1/2010 | $ 15,078 | $ 38,212 | ||||||
35,000 | 2.48 | % | $15.2500 | 2/16/2010 | $ 335,673 | $ 850,660 | |||||||
1,903 | 0.13 | % | $30.1800 | 2/1/2011 | $ 36,119 | $ 91,533 | |||||||
Leslee K. O’Neill | 3,609 | 0.26 | % | $20.8125 | 2/1/2010 | $ 47,238 | $ 119,710 | ||||||
35,000 | 2.48 | % | $15.2500 | 2/16/2010 | $ 335,673 | $ 850,660 | |||||||
3,503 | 0.25 | % | $30.1800 | 2/1/2011 | $ 66,487 | $ 168,491 |
(1) | On February 1, 2000, options covering 93,540, 5,135, 1,727, 1,152 and 3,609 shares were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively. These options vest 25% on the first through fourth anniversaries of the grant date, subject to continued employment with the Company. |
On February 16, 2000, options covering 210,000, 35,000, 35,000 and 35,000 shares were granted to Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively. These options vest 25% on the second through fifth anniversaries of the grant date, subject to continued employment with the Company. |
On August 1, 2000, options covering 9,000 shares were granted to Mr. Jeffries. These options vest 25% on the first through fourth anniversaries of the grant date, subject to continued employment with the Company. |
On February 1, 2001, options covering 89,269, 5,957, 2,854, 1,903 and 3,503 shares were granted to Mr. Jeffries, Mr. Johnson, Ms. Chang, Mr. Attanasio and Ms. O’Neill, respectively. These options vest 25% on the first through fourth anniversaries of the grant date, subject to continued employment with the Company. |
Each of these options becomes fully exercisable in the event of defined changes of control of the Company or upon the death or total disability of the named executive officer. |
(2) | The assumed rates of stock price appreciation were selected by the SEC for illustrative purposes only and are not intended to predict or forecast future stock prices. |
Name | Shares Acquired on Exercise (#) | Value Realized ($)(1) | Number of Shares Underlying Unexercised Options at Fiscal Year-End (#) | Value of Unexercised In-the-Money Options at Fiscal Year-End | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable(2) | Unexercisable(2) | Exercisable(2) | Unexercisable(2) | |||||||||
Michael S. Jeffries | — | $ 0 | 1,616,349 | 7,496,890 | $26,292,587 | $36,993,594 | ||||||
Seth R. Johnson | 15,000 | $195,000 | 70,904 | 736,180 | $ 738,065 | $ 7,690,838 | ||||||
Diane Chang | — | $ 0 | 20,732 | 119,449 | $ 157,359 | $ 1,136,867 | ||||||
Raymond C. Attanasio | — | $ 0 | 17,488 | 120,967 | $ 82,459 | $ 838,580 | ||||||
Leslee K. O’Neill | 3,500 | $ 56,000 | 64,572 | 375,782 | $ 498,147 | $ 2,205,102 |
(1) | Calculated on the basis of the number of shares exercised, multiplied by the excess of the fair market value of a share of Common Stock on the exercise date over the exercise price of each option. |
(2) | “Value of Unexercised In-the-Money Options at Fiscal Year-End” is calculated on the basis of the number of shares subject to each option, multiplied by the excess of the fair market value of a share of Common Stock on the last trading day prior to fiscal year-end ($29.86) over the exercise price of such option. |
John W. Kessler, Chair | Archie M. Griffin | |
(from August 2000) |
[GRAPH] COMPARISON OF 52 MONTH CUMULATIVE TOTAL RETURN* AMONG SHARES OF ABERCROMBIE & FITCH CO., THE S&P MIDCAP 400 INDEX AND THE S & P RETAIL STORES COMPOSITE INDEX 9/26/96 2/1/97 1/31/98 1/30/99 1/29/00 2/3/01 ------- ------ ------- ------- ------- ------ Abercrombie & Fitch 100 86 195 480 267 373 S&P MidCap 400 Index 100 114 144 168 194 240 S&P Retail Stores Composite Index 100 105 144 237 237 253 *$100 INVESTED ON 9/26/96 IN SHARES OR ON 8/31/96 IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS.
John A. Golden, Chair | Russell M. Gertmenian | Kathryn D. Sullivan, Ph.D. | ||
(from April 2000) |
By Order of the Board of Directors, |
/s/ Michael S. Jeffries |
Michael S. Jeffries |
Chairman and Chief Executive Officer |
Ÿ | Review and recommend to the Board the independent accountants to be selected to audit the financial statements of the Company and its subsidiaries and divisions. The Committee shall have a clear understanding with management and the independent accountants that the independent accountants are ultimately accountable to the Board and the Committee, as representatives of the Company’s shareholders. |
Ÿ | Evaluate, together with the Board, the performance of the independent accountants and, where appropriate, recommend to the Board the replacement of the independent accountants. |
Ÿ | Be responsible for ensuring that the independent accountants submit on a periodic basis to the Committee a formal written statement delineating all relationships between the independent accountants and the Company consistent with requirements of Independence Standards Board Standard No. 1. |
Ÿ | Be responsible for actively engaging in a dialogue with the independent accountants with respect to any disclosed relationships or services that may impact the objectivity or independence of the independent accountants and for recommending that the full Board take appropriate action in response to the independent accountants’ report to satisfy itself of the independent accountants’ independence. |
Ÿ | Meet with the independent accountants and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized. At the conclusion of the audit, meet with the independent accountants to discuss the results of the audit. Obtain the required SAS 61 communications from the independent accountants, including independent accountants’ comments or recommendations. |
Ÿ | Review with the independent accountants, the Company’s internal auditors, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the Committee should periodically review the Company’s policy statements to determine their adherence to the code of conduct. |
Ÿ | Review the internal audit function of the Company including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, and the coordination of such plans with the independent accountants. |
Ÿ | Receive prior to each meeting a summary of findings from completed internal audits and a progress report on the proposed internal audit plan with explanations for any deviations from the original plan. |
Ÿ | Meet with management and with the independent accountants, either telephonically or in person, to review the quarterly financial statements and the results of the independent accountants’ review. |
Ÿ | Provide sufficient opportunity for the internal auditors and independent accountants to meet with the members of the Audit Committee without members of management present. Among the items to be discussed in these meetings are the independent accountants’ evaluation of the Company’s financial, accounting, and auditing personnel, and the cooperation that the independent accountants received during the course of the audit. |
Ÿ | Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel or other experts for this purpose if, in its judgment, that is appropriate. |
Ÿ | Review and reassess this Charter at least annually for adequacy, and recommend any proposed changes to the Board for approval. |
1. Election of Directors | ||||
¨ FORall nominees listed below | ¨ WITHHOLD AUTHORITY to vote for all nominees listed below | ¨ *EXCEPTIONS |
Dated: | , 2001 | ||
Signature of Stockholder(s) | |||
Signature of Stockholder(s) | |||
PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. Votes must be indicated (X) in black or blue ink. | Please sign exactly as your name appears hereon. When shares are registered in two names, both stockholders should sign. When signing as attorney, executor, administrator, guardian or trustee, please give full title as such. If stockholder is a corporation, please sign in full corporate name by President or other authorized officer. If stockholder is a partnership or other entity, please sign in entity name by authorized person. (Please note any change of address on this proxy.) |
xMark vote as indicatedwith black or blue ink.
FOR all nominees listed | *EXCEPTIONS | WITHHOLD AUTHORITY to vote for allnominees listed | NOMINEES: | ||
1. Election of Directors | o | o | o | 1. | JOHN A. GOLDEN |
2. | SETH R. JOHNSON | ||||
3. | KATHRYN D. SULLIVAN, Ph.D. |
*(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the “Exceptions” box and write the individual’s name on the
line above.)
2. In their discretion, the individuals designated to vote this proxy are authorized to vote upon such other matters (none known at the time of solicitation of this proxy) as may properly come before the Annual Meeting or any adjournment(s) thereof.
Address Change Mark Hereo
Please sign exactly as your name appears hereon. When shares are registered in two names, both stockholders should sign. When signing as attorney, executor, administrator, guardian or trustee, please give full title as such. If stockholder is a corporation, please sign in full corporate name by President or other authorized officer. If stockholder is a partnership or other entity, please sign in entity name by authorized person. (Please note any change of address on this proxy.)
______________________________________________________
______________________________________________________
SIGNATURE DATE
PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
^ FOLD AND DETACH HERE ^
ABERCROMBIE & FITCH CO.
PROXY VOTING INSTRUCTION CARD
Your vote is important. Casting your vote in one of the three ways described on this instruction card votes all shares of Class A Common Stock of Abercrombie & Fitch Co. that you are entitled to vote.
Please consider the issues discussed in the proxy statement and cast your vote by:
[Computer picture] | |
[Telephone picture] | follow the instructions. When you are finished voting, your vote will be confirmed and the call will end. |
[Envelope picture] | statement or sending it to Abercrombie & Fitch Co., c/o First Chicago Trust Company a Division of EquiServe, P.O. Box 8561, Edison, New Jersey 08816-9113. |
You can vote by phone or via the Internet prior to 11:59 p.m., Eastern Daylight Time (local time in Columbus, Ohio), on May 29, 2001. You will need the control number printed at the top of this instruction card to vote by phone or via the Internet. If you do so, you do not need to mail in your proxy card.
P R O X Y
ABERCROMBIE & FITCH CO.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Class A Common Stock of Abercrombie & Fitch Co. (the “Company”) hereby constitutes and appoints Michael S. Jeffries and Seth R. Johnson, or either of them, the Proxy or Proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Stockholders of the Company to be held on Wednesday, May 30, 2001, in Legislative Rooms A and B of the Hyatt Capital Square at Columbus City Center, 75 East State Street, Columbus, Ohio 43215, at 10:00 a.m., Eastern Daylight Time, and any adjournment(s) thereof, and to vote all of the shares which the undersigned is entitled to vote at such Annual Meeting or at any adjournment(s) thereof:
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTEDFORTHE ELECTION OF THE NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THE PROXY ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
All proxies previously given or executed by the undersigned are hereby revoked.The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement for the May 30, 2001 meeting and Annual Report to Stockholders for the fiscal year ended February 3, 2001.
(Continued, and to be executed and dated on other side.)
SEE REVERSESIDE
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