Abercrombie & Fitch (ANF) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2010 (June 9, 2010)

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(614) 283-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2010, Abercrombie & Fitch Co. (the “Registrant”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Registrant’s executive offices located at 6301 Fitch Path, New Albany, Ohio. At the close of business on April 13, 2010, the record date for the Annual Meeting, there were a total of 88,196,508 shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Registrant outstanding and entitled to vote. At the Annual Meeting, 77,905,980 or 88.33% of the outstanding shares of Common Stock entitled to vote were represented by proxy or in person and, therefore, a quorum was present.

The vote on proposals presented for stockholder vote at the Annual Meeting was as follows:

Proposal 1 — Election of Directors

							Broker
	Votes For		Votes Withheld		Abstentions		Non-Votes
Class of 2013
Edward F. Limato		37,529,491		35,527,344		336,931		4,512,214
Robert A. Rosholt		54,177,661		18,985,379		230,726		4,512,214
Craig R. Stapleton		41,476,517		31,580,701		336,548		4,512,214
Class of 2011
Elizabeth M. Lee		70,992,509		2,169,763		231,494		4,512,214

Each of Edward F. Limato, Robert A. Rosholt and Craig R. Stapleton was elected as a director of the Registrant to serve for a term of three years to expire at the Annual Meeting of Stockholders to be held in 2013. Elizabeth M. Lee was elected as a director of the Registrant to serve for a term to expire at the Annual Meeting of stockholders to be held in 2011.

In addition, then incumbent directors whose terms of office continued after the Annual Meeting were: Lauren J. Brisky and Archie M. Griffin, whose terms will continue until the 2011 Annual Meeting of Stockholders and James B. Bachmann, Michael S. Jeffries and John W. Kessler whose terms will continue until the 2012 Annual Meeting of Stockholders.

Proposal 2 — Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Registrant for the fiscal year ending January 29, 2011.

							Broker
	Votes For		Votes Against		Abstentions		Non-Votes
Beneficial Holders of Common Stock		76,887,189		737,488		237,763		N/A
Registered Holders of Common Stock		41,213		676		1,651		N/A
Total		76,928,402		738,164		239,414		N/A

Proposal 3 — Approval of the Abercrombie & Fitch Co. 2010 Long-Term Incentive Plan.

							Broker
	Votes For		Votes Against		Abstentions		Non-Votes
Beneficial Holders of Common Stock		26,125,260		46,594,159		630,807		4,512,214
Registered Holders of Common Stock		28,163		12,204		3,173		N/A
Total		26,153,423		46,606,363		633,980		4,512,214

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Proposal 4 — Stockholder proposal, described under the caption “STOCKHOLDER PROPOSAL NO. 1” in the Registrant’s definitive Proxy Statement dated May 10, 2010, urging the Registrant’s Board of Directors to adopt a policy that the Chairman of the Board be a director who is independent from the Registrant.

							Broker
	Votes For		Votes Against		Abstentions		Non-Votes
Beneficial Holders of Common Stock		19,788,805		53,181,768		379,653		4,512,214
Registered Holders of Common Stock		15,834		25,297		2,409		N/A
Total		19,804,639		53,207,065		382,062		4,512,214

Proposal 5 — Stockholder proposal, described under the caption “STOCKHOLDER PROPOSAL NO. 2” in the Registrant’s definitive Proxy Statement dated May 10, 2010, urging the Registrant’s Board of Directors to take necessary steps (except those steps that must be taken by stockholders) to eliminate the classification of the Registrant’s Board of Directors and to require that all directors stand for election annually.

							Broker
	Votes For		Votes Against		Abstentions		Non-Votes
Beneficial Holders of Common Stock		55,292,169		17,679,495		378,562		4,512,214
Registered Holders of Common Stock		15,179		24,808		3,553		N/A
Total		55,307,348		17,704,303		382,115		4,512,214

The Registrant’s Board of Directors intends to review the appropriate steps that must be taken in order to eliminate the classification of the Registrant’s Board of Directors and to require that all directors stand for election annually, and the Board of Directors intends to submit an appropriate proposal in this regard to the stockholders of the Registrant for their consideration at the 2011 Annual Meeting of Stockholders. As contemplated by “STOCKHOLDER PROPOSAL NO. 2,” such declassification would be completed in a manner that does not affect the unexpired terms of directors.

Proposal 6 — Stockholder proposal, described under the caption “STOCKHOLDER PROPOSAL NO. 3” in the Registrant’s definitive Proxy Statement dated May 10, 2010, urging the Registrant’s Board of Directors to (1) adopt and disclose a code of vendor conduct, based on the ILO standards; (2) establish an independent monitoring process that assesses adherence to these standards; and (3) prepare an annual report, at a reasonable cost, omitting proprietary information, on adherence to the supplier code, the first such report to be completed by October 2010.

							Broker
	Votes For		Votes Against		Abstentions		Non- Votes
Beneficial Holders of Common Stock		17,014,435		34,841,436		21,494,355		4,512,214
Registered Holders of Common Stock		9,853		30,141		3,546		N/A
Total		17,024,288		34,871,577		21,497,901		4,512,214

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABERCROMBIE & FITCH CO.
Dated: June 9, 2010	By:	/s/ David S. Cupps
		David S. Cupps
		Senior Vice President, General Counsel and Secretary

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