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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _______)
Filed by the registrant þ | ||||||||
Filed by a party other than the registranto | ||||||||
Check the appropriate box: | ||||||||
o | Preliminary proxy statement | o | Confidential, for use of the | |||||
þ | Definitive proxy statement | Commission only (as permitted | ||||||
o | Definitive additional materials | by Rule 14a-6(e)(2)) | ||||||
o | Soliciting material under Rule 14a-12 |
ABERCROMBIE & FITCH CO.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (check the appropriate box): | ||||
þ | No fee required | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i) 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: |
o | Fee paid previously with preliminary materials. | |||
o 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:
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6301 Fitch Path
New Albany, Ohio 43054
(614) 283-6500
![-s- Michael S. Jeffries](https://capedge.com/proxy/DEF 14A/0000950152-06-004139/l20050al2005001.gif)
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To Be Held On June 14, 2006
1. | To elect four directors to serve for terms of three years each. | |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company. | |
3. | To transact any other business which properly comes before the Annual Meeting or any adjournment. |
![-s- Michael S. Jeffries](https://capedge.com/proxy/DEF 14A/0000950152-06-004139/l20050al2005001.gif)
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Director | ||||||
Name (Age) | Business Experience During Past 5 Years and Other Information | Since | ||||
James B. Bachmann (63) | Mr. Bachmann retired in 2003 as Managing Partner of the Columbus, Ohio office of Ernst & Young LLP, after serving in various management and audit engagement partner roles in his 36 years with the firm. Mr. Bachmann also serves as a director and Chairman of the audit committee of Lancaster Colony Corporation, with a term expiring in 2006. | 2003 | ||||
Lauren J. Brisky (55) | Ms. Brisky has served as Vice Chancellor for Administration and Chief Financial Officer of Vanderbilt University since June 1999. Ms. Brisky serves as the financial liaison for Vanderbilt University’s Audit, Budget and Executive Committees. She is responsible for Vanderbilt University’s financial management as well as administrative infrastructure which includes such areas as facilities and construction, human resources, information systems and business operations. Ms. Brisky served as Associate Vice Chancellor for Finance at Vanderbilt University from September 1988 to June 1999 and as Associate Vice Chancellor for Finance & Business and Assistant Treasurer for Foundations from July 1984 to September 1988 and Assistant Vice Chancellor for Business from August 1982 to July 1984 at North Carolina State University. Ms. Brisky is an honorary member of the Board of Trustees of Simmons College. | 2003 | ||||
Michael S. Jeffries (61) | Mr. Jeffries currently serves as Chairman of the Company and has done so since May 1998. Mr. Jeffries has been Chief Executive Officer of the Company since February 1992. From February 1992 until May 1998, Mr. Jeffries held the title of President of the Company. Under the terms of the Amended and Restated Employment Agreement between the Company and Mr. Jeffries, the Company is obligated to cause Mr. Jeffries to be nominated as a director during his employment term. | 1996 | ||||
John W. Kessler (70) | Mr. Kessler has been the owner of John W. Kessler Company, a real estate development company, since 1972, and Chairman of The New Albany Company, a real estate development company, since 1988. Mr. Kessler also serves as a director of JPMorgan Chase & Co. | 1998 |
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Director | ||||||
Name (Age) | Business Experience During Past 5 Years and Other Information | Since | ||||
Directors Whose Terms Continue until the 2007 Annual Meeting | ||||||
Daniel J. Brestle (60) | Mr. Brestle currently serves as the Chief Operating Officer (“COO”) of the Estée Lauder Companies Inc. A veteran of the United States Air Force, Mr. Brestle joined Estée Lauder over 27 years ago, where he began his career in Operations Management. Through a succession of promotions which included President of Prescriptives, Clinique and Estée Lauder, he became Group President in 2001 and COO in 2005. Mr. Brestle is the Vice Chairman of the Board of Directors of the Cosmetic, Toiletry and Fragrance Association and Contributions Chairman for the Look Good...Feel Better program. | 2005 | ||||
John A. Golden (61) | Mr. Golden is President of John A. Golden Associates, Inc., a financial advisory and investment firm, and a retired partner of The Goldman Sachs Group, L.P., an investment banking firm. Mr. Golden also serves as the Chair of the Board of Trustees of Colgate University. | 1998 | ||||
Edward F. Limato (69) | Mr. Limato is President and Vice-Chairman of International Creative Management, Inc. (“ICM”), a talent and literary agency, where he serves as an operating head running theday-to-day aspects of the agency. Mr. Limato originally joined the Ashley Famous Agency, which subsequently became IFA, and then, in 1975, ICM. He worked at ICM until 1978, and then was a senior executive at the William Morris Agency before re-joining ICM in 1988. He currently represents numerous actors and directors, as well as artists in theater, music and publishing. Mr. Limato is also on the Board of Directors for the Motion Picture and Television Fund, The Los Angeles Conservancy, and the American Cinematheque. | 2003 |
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Director | ||||||
Name (Age) | Business Experience During Past 5 Years and Other Information | Since | ||||
Directors Whose Terms Continue until the 2008 Annual Meeting | ||||||
Russell M. Gertmenian (58) | Mr. Gertmenian has been a partner with Vorys, Sater, Seymour and Pease LLP since 1979 and currently serves as Chairman of the firm’s Executive Committee. Mr. Gertmenian also serves as a director of AirNet Systems, Inc. | 1999 | ||||
Archie M. Griffin (51) | Mr. Griffin has been the President and Chief Executive Officer of The Ohio State University Alumni Association, Inc. since January 2004. Prior thereto, he served as the Associate Director of Athletics at The Ohio State University, Columbus, Ohio, from 1994 to 2003, after serving more than nine years in various positions within the Athletic and Employment Services Departments at The Ohio State University. Mr. Griffin also serves as a director of Motorists Mutual Insurance Group and is a member of the governing committee for The Columbus Foundation. | 2000 | ||||
Allan A. Tuttle (66) | Mr. Tuttle served as a General Counsel of Gucci Group N.V., a multi-brand luxury goods company, from January 1997 until his retirement in May 2004. Before joining the Gucci Group N.V., Mr. Tuttle maintained a litigation practice with Patton Boggs LLP, where he remains an inactive partner. Prior to joining Patton Boggs LLP in 1977, Mr. Tuttle served as Assistant US Attorney, as Assistant to the Solicitor General of the United States and as Solicitor for the Federal Power Commission. Mr. Tuttle also serves as Chairman of the Managing Board of the Strategic Steel Stichting, a Dutch foundation indirectly holding a majority of the shares of Defasco Inc. | 2005 |
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• | Elimination of Board meeting fees in favor of an increased annual retainer of $55,000 (to be paid quarterly in arrears) for each director. | |
• | Elimination of committee meeting fees in favor of an increased annual retainer (to be paid quarterly in arrears) for each committee Chair and member of $25,000 and $12,500, respectively, other than (a) the Chair and members of the Audit Committee who will each receive $40,000 and $25,000, respectively, and (b) the members of the Executive Committee who will each receive $7,500. | |
• | Elimination of semi-annual stock option awards (each an option to purchase 2,500 shares of Company stock upon vesting) and annual awards of restricted stock units (each unit representing the right to receive one share of Company stock upon vesting, and each award having a fixed dollar value of $60,000 on the date of grant) under the 2003 Stock Plan for Non-Associate Directors (“2003 Director Stock Plan”) in favor of an increased annual award of restricted stock units with a fixed number of underlying shares (3,000 shares, subject to adjustment as set forth below) pursuant to the 2005 Long-Term Incentive Plan (the “2005 LTIP”). |
• | Restricted stock units will be granted annually at the annual meeting of shareholders. |
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• | The maximum value on the date of grant will be $300,000 (i.e., should the stock price on the grant date exceed $100 per share, number of restricted stock units granted will be automatically scaled back to provide a grant date value of $300,000). | |
• | The minimum value on the date of grant will be $120,000 (i.e., should the stock price on the grant date be lower than $40 per share, the number of restricted stock units granted will be automatically increased to provide a minimum grant date value of $120,000). | |
• | Restricted stock units will vest on the later of (i) the first anniversary of the grant date or (ii) the first “open window” trading date following the first anniversary of the grant date, subject to earlier vesting in the event of the director’s death or total disability and upon a change of control of the Company. |
• | A one-time transition grant was made to each non-associate director of 2,394 restricted stock units under the 2005 LTIP in light of the changes in their compensation structure. No future stock option grants will be made and the next restricted stock unit award to non-associate directors will be granted at the Annual Meeting. |
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Number of Shares | ||||||||
of Common Stock | Percent of | |||||||
Name and Address of Beneficial Owner | Beneficially Owned(1) | Class(2) | ||||||
Wellington Management Company, LLP | 7,644,235 | 8.69 | % | |||||
75 State Street Boston, Massachusetts 02109 | ||||||||
FMR Corp. | 5,181,133 | (3) | 5.89 | % | ||||
Edward C. Johnson III 82 Devonshire Street Boston, MA 02109 | ||||||||
Columbia Wanger Asset Management, L.P. | 4,800,400 | 5.46 | % | |||||
WAM Acquisition GP, Inc. 227 West Monroe Street Chicago, IL 60606 | ||||||||
Maverick Capital, Ltd. | 4,582,800 | (4) | 5.21 | % | ||||
Maverick Capital Management, LLC 300 Crescent Court, 18th Floor Dallas, TX 75201 | ||||||||
Mr. Lee S. Ainslie III | ||||||||
767 Fifth Avenue, 11th Floor New York, NY 10153 |
(1) | Based on information contained in reports on Form 13G filed by the beneficial owners with the Securities and Exchange Commission, containing information as of December 30 and December 31, 2005. | |
(2) | The percent of class is based on 87,958,588 shares of Common Stock outstanding on April 1, 2006. | |
(3) | Of the shares listed in the table, Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp., beneficially owns 4,895,600 shares of the Company’s Class A Common Stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. FMR Corp. and Mr. Johnson, Chairman of FMR Corp., share investment power over these shares. |
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(4) | Maverick Capital, Ltd. beneficially owns all of the shares listed in the table as a result of acting as a registered investment adviser. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is a manager of Maverick Capital Management, LLC and is granted sole investment discretion pursuant to Maverick Capital Management, LLC’s regulations. |
Number of Shares | ||||||||
of Common Stock | ||||||||
Beneficially Owned(1) | Percent of Class(2) | |||||||
James B. Bachmann(3) | 7,212 | * | ||||||
Daniel J. Brestle | — | * | ||||||
Lauren J. Brisky(3) | 11,077 | * | ||||||
Diane Chang(3) | 72,001 | * | ||||||
Russell M. Gertmenian(3)(4) | 68,112 | * | ||||||
John A. Golden(3)(4) | 130,631 | * | ||||||
Archie M. Griffin(3)(4) | 33,577 | * | ||||||
Leslee K. Herro (O’Neill)(3) | 79,633 | * | ||||||
Michael S. Jeffries(3)(5) | 6,702,619 | 7.11 | % | |||||
John W. Kessler(3)(4) | 58,516 | * | ||||||
Edward F. Limato(3) | 22,577 | * | ||||||
John W. Lough(3) | 16,590 | * | ||||||
Thomas D. Mendenhall(3) | 20,636 | * | ||||||
Robert S. Singer(3)(6) | 77,127 | * | ||||||
Allan A. Tuttle | — | * | ||||||
Directors, Director Nominees and Executive Officers as a Group (17 persons)(3)(4)(5) | 7,302,528 | 7.71 | % |
* | Less than 1%. | |
(1) | Unless otherwise indicated, each individual has voting and dispositive power over the listed shares of Common Stock 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 87,958,588 shares of Common Stock outstanding on April 1, 2006 and the number of shares of Common Stock, if any, as to which the named individual has the right to acquire beneficial ownership by May 31, 2006, either through the vesting of restricted shares or stock units or upon the exercise of options which are currently exercisable or will become exercisable by May 31, 2006. | |
(3) | Includes the following number of shares of Common Stock issuable by May 31, 2006 upon vesting of restricted shares or the exercise of outstanding options which are currently exercisable or will become exercisable by May 31, 2006: Mr. Bachmann, 5,000 shares; Ms. Brisky, 7,500 shares; Ms. Chang, 39,629 shares; Mr. Gertmenian, 64,000 shares; Mr. Golden, 72,000 shares; Mr. Griffin, 30,000 shares; Ms. Herro (O’Neill), 55,981 shares; Mr. Jeffries, 6,352,457 shares; Mr. Kessler, 53,500 shares; Mr. Limato, 10,000 shares; Mr. Lough, 12,500 shares; Mr. Mendenhall, 18,750 shares; and Mr. Singer 66,000 shares; and all directors, director nominees and executive officers as a group 6,787,317 shares. |
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Does not include any unvested restricted shares or stock units or any unvested stock options held by directors or executive officers (other than those specified in this footnote). | ||
(4) | Does not include the following number of shares of Common Stock credited to the bookkeeping accounts of the following directors under the Directors’ Deferred Compensation Plan: Mr. Gertmenian, 10,353 shares; Mr. Golden, 4,466 shares; Mr. Griffin, 4,158 shares; and Mr. Kessler, 5,060 shares; and all directors and director nominees as a group, 24,037 shares. While the directors have an economic interest in these shares, each director’s only right with respect to his or her bookkeeping account (and the amounts allocated thereto) is to receive a distribution of shares of Common Stock equal to the number credited to his or her bookkeeping account in accordance with the terms of the Directors’ Deferred Compensation Plan. | |
(5) | Does not include 1,000,000 shares of Common Stock subject to the career share award granted to Mr. Jeffries under the terms of the Jeffries Agreement, which is described in “EXECUTIVE COMPENSATION — Employment and Separation Agreements.” | |
(6) | Mr. Singer began his employment with the Company on May 17, 2004 and terminated his employment on August 31, 2005. |
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Long-Term Compensation | ||||||||||||||||||||||||||||
Annual Compensation | Awards | |||||||||||||||||||||||||||
Other | Shares | |||||||||||||||||||||||||||
Annual | Restricted | Underlying | All Other | |||||||||||||||||||||||||
Name and Principal Position | Fiscal | Compen- | Stock | Options | Compen- | |||||||||||||||||||||||
During 2005 Fiscal Year | Year | Salary ($) | Bonus ($)(1) | sation ($) | Awards ($)(2) | Granted (#) | sation ($) | |||||||||||||||||||||
Michael S. Jeffries | 2005 | $ | 1,200,000 | $ | 2,880,000 | $ | 319,101 | (3) | $ | — | — | $ | 655,052 | (4) | ||||||||||||||
Chairman and Chief | 2004 | $ | 1,200,000 | $ | 2,880,000 | $ | 361,247 | (3) | $ | — | — | $ | 569,436 | (4) | ||||||||||||||
Executive Officer | 2003 | $ | 1,200,000 | $ | 673,920 | $ | 485,500 | (3) | $ | — | 91,122 | $ | 526,164 | (4) | ||||||||||||||
Diane Chang | 2005 | $ | 773,077 | $ | 1,162,500 | $ | — | (5) | $ | 2,321,796 | 18,500 | $ | 254,934 | (4) | ||||||||||||||
Executive Vice President — | 2004 | $ | 721,154 | $ | 900,000 | $ | — | (5) | $ | 2,006,000 | — | $ | 179,533 | (4) | ||||||||||||||
Sourcing | 2003 | $ | 596,154 | $ | 140,400 | $ | — | (5) | $ | 79,466 | 3,224 | $ | 134,557 | (4) | ||||||||||||||
Leslee K. Herro (O’Neill) | 2005 | $ | 748,497 | $ | 1,162,500 | $ | — | (5) | $ | 2,321,796 | 18,500 | $ | 266,222 | (4) | ||||||||||||||
Executive Vice President — | 2004 | $ | 721,154 | $ | 1,125,000 | $ | — | (5) | $ | 2,006,000 | — | $ | 208,351 | (4) | ||||||||||||||
Planning and Allocation | 2003 | $ | 596,154 | $ | 168,480 | $ | — | (5) | $ | 79,466 | 2,424 | $ | 153,191 | (4) | ||||||||||||||
John W. Lough(6) | 2005 | $ | 477,885 | $ | 550,000 | $ | — | (5) | $ | 1,380,433 | 10,000 | $ | 132,365 | (4) | ||||||||||||||
Executive Vice President — | 2004 | $ | — | $ | — | $ | — | $ | — | — | $ | — | ||||||||||||||||
Distribution Center Logistics | 2003 | $ | — | $ | — | $ | — | $ | — | — | $ | — | ||||||||||||||||
Thomas D. Mendenhall(7) | 2005 | $ | 732,308 | $ | 735,000 | $ | 64,179 | (8) | $ | 512,864 | — | $ | 93,093 | (4) | ||||||||||||||
Senior Vice President and General | 2004 | $ | 53,846 | $ | 50,000 | $ | — | (5) | $ | 999,547 | 75,000 | $ | — | |||||||||||||||
Manager — Abercrombie & Fitch | 2003 | $ | — | $ | — | $ | — | $ | — | — | $ | — | ||||||||||||||||
and abercrombie | ||||||||||||||||||||||||||||
Robert S. Singer(9) | 2005 | $ | 554,115 | $ | 760,000 | $ | 565,889 | (10) | $ | 3,930,400 | 56,000 | $ | 6,148,393 | (4) | ||||||||||||||
Former President and | 2004 | $ | 630,423 | $ | 1,455,296 | $ | 505,261 | (10) | $ | 1,939,881 | 150,000 | $ | 29,072 | (4) | ||||||||||||||
Chief Operating Officer | 2003 | $ | — | $ | — | $ | — | $ | — | — | $ | — |
(1) | Represents for each fiscal year, the aggregate of the performance-based incentive cash compensation for the Spring and Fall selling seasons for each individual. For each of Mr. Singer and Mr. Mendenhall, also includes the sign-on bonus paid by the Company on May 17, 2004 and November 29, 2004, respectively, in connection with his becoming an executive officer of the Company ($100,000 and $50,000, respectively). | |
(2) | Represents, for each individual, grants of restricted shares of Common Stock for the specified fiscal year either as a result of the Company’s business performance under the Company’s short-term incentive program; the individual’s annual review under the Company’s long-term incentive program or, in the case of Messrs. Mendenhall and Singer, joining the Company. The dollar amounts reflected in this table are based on the fair market value (closing price) of the Company’s Common Stock on the date on which the grants were made. The holder of an award of restricted shares is entitled to receive shares of Common Stock only upon vesting of such award and therefore dividends will not be paid or accrue and no voting rights will exist with respect to such restricted shares until they vest. In the event of death or disability of the holder or upon a change of control of the Company, all restricted shares immediately vest. |
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The following table sets forth information relating to grants of restricted shares of Common Stock made during the last three fiscal years. |
Grant Date | ||||||
Common Stock | ||||||
Recipients (Number of | Market Value | |||||
Date of Grant | Restricted Shares) | Per Share | Vesting Schedule(a) | |||
2/17/2006 | Ms. Chang (7,200) Ms. Herro (O’Neill) (7,200) Mr. Lough (7,200) Mr. Mendenhall (4,800) | $67.38 | Awards vested 10% on grant date and will vest 20%, 30% and 40% on first, second and third anniversaries of grant date, respectively. | |||
8/19/2005 | Ms. Chang (4,800) Ms. Herro (O’Neill) (4,800) Mr. Lough (554) Mr. Mendenhall (3,200) Mr. Singer (12,000)(b) | $59.20 | Awards vested 10% on grant date and will vest 20%, 30% and 40% on first, second and third anniversaries of grant date, respectively. | |||
3/11/2005 | Ms. Chang (27,000) Ms. Herro (O’Neill) (27,000) Mr. Lough (15,000) Mr. Singer (56,000)(b) | $57.50 | Awards vested 25% on first anniversary and will vest 25% on second, third and fourth anniversaries of grant date, respectively. | |||
2/15/2005 | Ms. Chang (12,000) Ms. Herro (O’Neill) (12,000) Mr. Singer (23,077)(b) Mr. Mendenhall (1,662) | $54.30 | Awards vested 10% on grant date and 20% on first anniversary of grant date, and will vest 30% and 40% on second and third anniversaries of grant date, respectively. | |||
11/29/2004 | Mr. Mendenhall (15,000) | $60.62 | Award vested 10% on grant date and 20% on first anniversary of grant date, and will vest 30% and 40% on second and third anniversaries of grant date, respectively. | |||
5/17/2004 | Mr. Singer (20,000)(b) | $34.34 | Award became fully vested on August 31, 2005. (b) | |||
3/29/2004 | Ms. Chang (40,000) Ms. Herro (O’Neill) (40,000) | $33.86 | Awards vested 25% on first and second anniversaries of grant date, respectively, and will vest 25% on third and fourth anniversaries of grant date, respectively. |
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Grant Date | ||||||
Common Stock | ||||||
Recipients (Number of | Market Value | |||||
Date of Grant | Restricted Shares) | Per Share | Vesting Schedule(a) | |||
3/16/2004 | Mr. Lough (15,000) | $30.70 | Awards vested 25% on first and second anniversaries of grant date, respectively, and will vest 25% on third and fourth anniversaries of grant date, respectively. | |||
2/13/2004 | Ms. Chang (2,808) Ms. Herro (O’Neill) (2,808) | $28.30 | Awards vested 10% on grant date, 20% and 30% on first and second anniversaries of grant date, respectively, and will vest 40% on third anniversary of grant date. |
(a) | Vesting is subject to the holder’s continued employment with the Company on each scheduled vesting date. | |
(b) | Under the terms of Mr. Singer’s Separation Agreement (discussed below in “Employment and Separation Agreements”), all of Mr. Singer’s outstanding restricted shares became fully vested as of August 31, 2005. | |
Under the terms of the Jeffries Agreement, on January 30, 2003, the Company granted a career share award to Mr. Jeffries representing the right to receive 1,000,000 shares of Common Stock. This award will vest on December 31, 2008 if Mr. Jeffries remains employed with the Company. A pro rata portion of the award may vest earlier upon Mr. Jeffries’ death or permanent and total disability or termination of his employment by the Company without cause or by Mr. Jeffries with good reason and will vest in full upon a change of control of the Company. Mr. Jeffries will not receive any of the shares of Common Stock subject to the career share award until after the award has vested and the delivery date specified in the Jeffries Agreement has occurred. See “Employment and Separation Agreements” for more information on the Jeffries Agreement. On January 30, 2003, the per share fair market value of the Company’s Common Stock was $26.80. | ||
As of January 28, 2006, the aggregate holdings of restricted shares of Common Stock and the market value of such holdings for the named individuals were: Mr. Jeffries, 15,840 shares, $1,014,710 and the market value of the 1,000,000 shares of Common Stock subject to the career share award, $64,060,000; Ms. Chang, 77,253 shares, $4,948,827; Ms. Herro (O’Neill), 77,253 shares, $4,948,827; Mr. Lough, 26,749 shares, $1,713,541 and Mr. Mendenhall, 17,876 shares, $1,145,137 (based on the $64.06 per share fair market value of the Company’s Common Stock as of Friday, January 27, 2006). The holdings of Ms. Chang, Ms. Herro (O’Neill), Mr. Lough and Mr. Mendenhall do not include the 7,200, 7,200, 7,200 and 4,800 restricted shares of Common Stock, respectively, granted on February 17, 2006 as noted earlier in this footnote since those restricted shares of Common Stock were granted after the end of the 2005 fiscal year. | ||
(3) | Represents for 2005 aggregate incremental cost of personal use of Company aircraft (less reimbursement of certain amounts by Mr. Jeffries) ($277,200) and related tax gross up ($41,901). Represents for |
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2004 aggregate incremental cost of personal use of Company aircraft (less reimbursement of certain amounts by Mr. Jeffries) ($303,667) and related tax gross up ($57,580). Represents for 2003 aggregate incremental cost of personal use of Company aircraft (less reimbursement of certain amounts by Mr. Jeffries) ($397,712) and related tax gross up ($59,242) and attorneys’ fees paid for by the Company ($28,546). With respect to Company aircraft, the Company has agreements in place with NetJets pursuant to which it pays certain hourly, monthly and annual fees for its use of and interest in four different airplanes. The Company also has an agreement in place with Shiavone Air Charter pursuant to which it pays certain hourly and other fees for the use of a helicopter. The incremental cost to the Company of personal use of Company aircraft has been calculated by adding the hourly charges associated with Mr. Jeffries’ personal flights on each of the airplanes and the helicopter and, for one of the airplanes with respect to which Mr. Jeffries’s personal use may have been more than incidental, the percentage of the monthly and annual charges for such airplane equal to the percentage of total aircraft usage represented by Mr. Jeffries’ personal flights. The amount reported for Mr. Jeffries’ personal use of Company aircraft for 2003 differs from the amount reported in the footnotes to prior proxy statements because in 2004 the Company changed the valuation methodology from that used in such prior years. The 2003 amount has been re-calculated so all amounts are reported on a consistent basis. | ||
(4) | Represents, for each individual, the amount of employer matching and supplemental contributions allocated to his or her account under the Company’s qualified defined contribution plan and its non-qualified savings and supplemental retirement plan during the 2005 calendar year (Mr. Jeffries, $568,500; Ms. Chang, $247,994; Ms. Herro (O’Neill), $257,713; Mr. Lough, $115,915; Mr. Mendenhall, $90,640; and Mr. Singer, $91,380) and the amount of above-market interest credited to his or her account under the Company’s non-qualified savings and supplemental retirement plan (Mr. Jeffries, $19,539; Mr. Singer, $402; Ms. Chang, $3,250; Ms. Herro (O’Neill), $5,269; and Mr. Lough, $2,681 in 2005. Prior to last year’s proxy statement, the Company did not include the amount of above-market interest credited to its named executive officers under its non-qualified savings and supplemental retirement plan; the figures for 2003 shown in the table above have been restated to include these amounts. For Messrs. Jeffries and Singer also represents life insurance premiums of $51,570 and $13,388, respectively, paid for by the Company in 2005. For Mr. Singer, it also represents the aggregate payments of $6,043,223, paid to him by the Company pursuant to his August 2005 Separation Agreement in addition to the vesting of restricted shares and stock options. For more information about Mr. Singer’s Separation Agreement, see “Employment and Separation Agreements.” | |
(5) | The aggregate incremental cost to the Company of perquisites and other personal benefits paid to each named executive officer for each of the three years presented did not exceed the reporting threshold set forth in the SEC Rules (i.e., the lesser of $50,000 or 10% of the total annual salary and bonus reported for such named executive officer). | |
(6) | Mr. Lough became an executive officer of the Company on August 19, 2005 and retired from the Company on May 5, 2006 after six years of service. | |
(7) | Mr. Mendenhall began his employment with the Company on November 29, 2004. | |
(8) | Represents reimbursements of relocation expenses. | |
(9) | Mr. Singer began his employment with the Company on May 17, 2004 and terminated his employment on August 31, 2005. | |
(10) | Represents for 2005 aggregate incremental cost of personal use of Company aircraft ($131,149) and related tax gross up ($20,847), costs of Mr. Singer’s relocation reimbursed by the Company ($66,025) and related tax gross up ($957), New York City housing allowance ($150,000) and related tax gross up |
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($135,443) and certain other perquisites received by Mr. Singer during his employment. It also includes tax gross ups related to his August 2005 Separation Agreement ($61,468). Represents for 2004 aggregate incremental cost of personal use of Company aircraft ($51,752) and related tax gross up ($13,848), costs of Mr. Singer’s relocation reimbursed by the Company ($155,293) and related tax gross up ($94,309), New York City housing allowance ($80,000) and related tax gross up ($72,236) and certain other perquisites. With respect to Company aircraft, the Company has agreements in place with NetJets pursuant to which it pays certain hourly, monthly and annual fees for its use of and interest in four different airplanes. The incremental cost to the Company of personal use of Company aircraft has been calculated by adding the hourly charges associated with Mr. Singer’s personal flights on each of the airplanes. No part of the monthly and annual charges for any of the airplanes has been included as Mr. Singer’s use of each such airplane was not more than incidental. |
Number of | ||||||||||||||||||||||||
Shares | % of Total | Potential Realizable Value at | ||||||||||||||||||||||
Underlying | Options | Assumed Annual Rates of | ||||||||||||||||||||||
Options | Granted to | Exercise | Stock Price Appreciation | |||||||||||||||||||||
Granted | Associates in | Price | Expiration | for Option Term ($)(2) | ||||||||||||||||||||
Name | (#)(1) | Fiscal Year | ($/Share) | Date | 5% | 10% | ||||||||||||||||||
Michael S. Jeffries | — | — | — | — | — | — | ||||||||||||||||||
Diane Chang | 18,500 | 3.70 | % | $ | 57.50 | 03/11/2015 | $ | 668,987 | $ | 1,695,344 | ||||||||||||||
Leslee K. Herro (O’Neill) | 18,500 | 3.70 | % | $ | 57.50 | 03/11/2015 | $ | 668,987 | $ | 1,695,344 | ||||||||||||||
John W. Lough | 10,000 | 2.00 | % | $ | 57.50 | 03/11/2015 | $ | 361,614 | $ | 916,402 | ||||||||||||||
Thomas D. Mendenhall | — | — | — | — | — | — | ||||||||||||||||||
Robert S. Singer | 56,000 | 11.20 | % | $ | 57.50 | 03/11/2015 | $ | 2,025,041 | $ | 5,131,851 |
(1) | These options vest 25% on the first through fourth anniversaries of the grant date, subject to continued employment with the Company. These options become fully exercisable in the event of a change of control of the Company and upon certain terminations of employment and remain exercisable for specified periods thereafter. Under the terms of Mr. Singer’s Separation Agreement (discussed below in “Employment and Separation Agreements”), all of Mr. Singer’s outstanding stock options became fully vested as of August 31, 2005. | |
(2) | The dollar amounts reflected in this table are the result of calculations at the 5% and 10% annual appreciation rates set by the Securities and Exchange Commission for illustrative purposes, and assume the options are held until their respective expiration dates. These dollar amounts are not intended to forecast future financial performance or possible future appreciation in the price of the Company’s shares of Common Stock. Stockholders are, therefore, cautioned against drawing any conclusions from the appreciation data shown, aside from the fact that option holders will only realize value from the option grants shown if the price of the Company’s Common Stock appreciates, which benefits all stockholders commensurately. |
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and Fiscal Year-End Option Values
Number of Shares | ||||||||||||||||||||||||
Shares | Underlying Unexercised | Value of Unexercised | ||||||||||||||||||||||
Acquired | Options at | In-The-Money Options at | ||||||||||||||||||||||
on | Value | Fiscal Year-End (#) | Fiscal Year-End ($) | |||||||||||||||||||||
Name | Exercise (#) | Realized ($)(1) | Exercisable (2) | Unexercisable (2) | Exercisable (2) | Unexercisable (2) | ||||||||||||||||||
Michael S. Jeffries | 2,135,564 | $ | 108,463,724 | 5,725,438 | 1,749,798 | $ | 156,274,044 | $ | 47,916,901 | |||||||||||||||
Diane Chang | 77,627 | $ | 163,852 | 600 | 53,710 | $ | 15,822 | $ | 1,418,721 | |||||||||||||||
Leslee K. Herro (O’Neill) | 263,140 | $ | 5,278,849 | — | 70,462 | — | $ | 2,066,596 | ||||||||||||||||
John W. Lough | 31,250 | $ | 699,888 | — | 23,750 | — | $ | 574,200 | ||||||||||||||||
Thomas D. Mendenhall | — | — | 18,750 | 56,250 | $ | 64,500 | $ | 193,500 | ||||||||||||||||
Robert S. Singer | 130,000 | $ | 3,730,047 | 56,000 | — | $ | 367,360 | — |
(1) | Calculated on the basis of the number of shares of Common Stock as to which options were 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 exercised. | |
(2) | “Value of UnexercisedIn-the-Money Options at Fiscal Year-End” is calculated on the basis of the number of shares of Common Stock 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 ($64.06), over the exercise price of the option. |
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John W. Kessler
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AMONG ABERCROMBIE & FITCH CO.,
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950152-06-004139/l20050al2005002.gif)
Cumulative Total Return | ||||||||||||||||||||||||
2/3/01 | 2/2/02 | 2/1/03 | 1/31/04 | 1/29/05 | 1/28/06 | |||||||||||||||||||
ABERCROMBIE & FITCH CO. | 100.00 | 88.65 | 93.24 | 86.74 | 169.62 | 219.87 | ||||||||||||||||||
S & P MIDCAP 400 INDEX | 100.00 | 96.72 | 80.69 | 115.17 | 127.96 | 156.50 | ||||||||||||||||||
S & P APPAREL RETAIL INDEX | 100.00 | 70.60 | 62.45 | 82.15 | 99.45 | 94.27 | ||||||||||||||||||
* | $100 INVESTED ON 2/3/2001 IN STOCK OR ON 1/31/2001 IN INDEX — INCLUDING REINVESTMENT OF DIVIDENDS. INDEXES CALCULATED ON MONTH-END BASIS. |
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Number of Shares | ||||||||||||
of Common Stock | ||||||||||||
Remaining | ||||||||||||
Number of Shares | Available For | |||||||||||
of Common Stock | Future Issuance | |||||||||||
to be Issued Upon | Under Equity | |||||||||||
Exercise of | Weighted Average | Compensation | ||||||||||
Outstanding | Exercise Price of | Plans (Excluding | ||||||||||
Options, Warrants | Outstanding | Shares Reflected | ||||||||||
Plan Category | and Rights | Options and Rights | in Column (a)) | |||||||||
(a)* | (b)* | (c)* | ||||||||||
Equity compensation plans approved by stockholders (1) | 6,936,530 | (3) | $ | 40.13 | (4) | 2,718,934 | (5) | |||||
Equity compensation plans not approved by stockholders (2) | 3,876,434 | (6) | $ | 31.99 | (7) | 2,361,129 | (8) | |||||
Total | 10,812,964 | $ | 37.18 | 5,080,063 | ||||||||
* | Reflects adjustments for changes in the Company’s capitalization. | |
(1) | The 1998 Associates Stock Plan, the 1998 Director Stock Plan and the 2005 LTIP have been approved by the stockholders of the Company. The 1998 Director Stock Plan was terminated as of May 22, 2003 in respect of future grants of options and issuances and distributions of shares of Common Stock other than issuances of shares of Common Stock upon exercise of options granted under the 1998 Director Stock Plan which remained outstanding as of May 21, 2003 and issuances and distributions of shares of Common Stock in respect of deferred compensation allocated to accounts under the Directors’ Deferred Compensation Plan as of May 21, 2003. | |
(2) | The 2002 Associates Stock Plan and the 2003 Director Stock Plan have not been approved by the stockholders of the Company. | |
(3) | Includes 5,589,847 shares of Common Stock issuable upon exercise of options granted under the 1998 Associates Stock Plan, 1,101,260 shares of Common Stock issuable upon vesting of awards of restricted shares of Common Stock granted under the 1998 Associates Stock Plan (includes the right of Michael S. |
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Jeffries to receive 1,000,000 shares of Common Stock as a career share award under the 1998 Associates Stock Plan in accordance with the terms of the Jeffries Agreement (see “EXECUTIVE COMPENSATION — Employment and Separation Agreements”)), 163,500 shares of Common Stock issuable upon exercise of options granted under the 1998 Director Stock Plan, 13,731 shares of Common Stock reflecting share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan and distributable in the form of shares of Common Stock under the 1998 Director Stock Plan, 25,000 shares of Common Stock issuable upon exercise of options granted under the 2005 LTIP and 43,192 shares of Common Stock issuable upon vesting of awards of restricted units under the 2005 LTIP. | ||
(4) | Represents weighted-average exercise price of options outstanding under the 2005 LTIP, the 1998 Associates Stock Plan and the 1998 Director Stock Plan and weighted-average price of share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan distributable in the form of shares of Common Stock under the 1998 Director Stock Plan; excludes restricted shares of Common Stock granted under the 1998 Associates Stock Plan including Mr. Jeffries’ career share award. | |
(5) | Includes 771,982 shares of Common Stock remaining available for future issuance in the form of options, stock appreciation rights, restricted shares, stock units, performance shares, performance units or unrestricted shares under the 1998 Associates Stock Plan (no more than 127,932 of which may be the subject of awards which are not options or stock appreciation rights), 45,769 shares of Common Stock remaining for future issuance under the 1998 Director Stock Plan to satisfy share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan, in each case excluding the shares of Common Stock shown in footnote (3) and 1,901,183 shares of Common Stock remaining available for future issuance in the form of options, stock appreciation rights, restricted shares, restricted stock units and deferred stock awards under the 2005 LTIP (any of which may be granted as incentive stock options.) | |
(6) | Includes 3,133,475 shares of Common Stock issuable upon exercise of options granted under the 2002 Associates Stock Plan, 634,450 shares of Common Stock issuable upon vesting of awards of restricted shares of Common Stock granted under the 2002 Associates Stock Plan, 78,500 shares of Common Stock issuable upon exercise of options granted under the 2003 Director Stock Plan, 21,546 shares of Common Stock issuable upon vesting of stock units granted under the 2003 Director Stock Plan and 8,463 shares of Common Stock reflecting share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan distributable in the form of shares of Common Stock under the 2003 Director Stock Plan. | |
(7) | Represents weighted-average exercise price of options outstanding under the 2002 Associates Stock Plan and the 2003 Director Stock Plan and weighted-average price of share equivalents attributable to compensation deferred by non-associate directors participating in the Directors’ Deferred Compensation Plan distributable in the form of shares of Common Stock under the 2003 Director Stock Plan; excludes restricted shares of Common Stock granted under the 2002 Associates Stock Plan and stock units granted under the 2003 Director Stock Plan. | |
(8) | Includes 1,963,542 shares of Common Stock remaining available for the future issuance under the 2002 Associates Stock Plan in the form of options, restricted shares and stock units and 397,587 shares of Common Stock remaining available for the future issuance under the 2003 Director Stock Plan in the form of stock options, restricted shares and stock units and to satisfy share equivalents attributable to compensation deferred by non-associate directors participating in the Deferred Compensation Plan, in each case excluding shares of Common Stock shown in footnote (6). |
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James B. Bachmann (Chair) | Lauren J. Brisky | |
John A. Golden | Allan A. Tuttle |
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2005 | 2004 | |||||||
Audit Fees | $ | 800,400 | $ | 1,056,500 | ||||
Audit-Related Fees | 21,100 | 16,000 | ||||||
Tax Fees | 48,300 | 59,700 | ||||||
All Other Fees | 69,100 | 80,200 | ||||||
Total | $ | 938,900 | $ | 1,212,400 | ||||
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![-s- Michael S. Jeffries](https://capedge.com/proxy/DEF 14A/0000950152-06-004139/l20050al2005001.gif)
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ABERCROMBIE & FITCH CO. 6301 FITCH PATH PO BOX 182168 NEW ALBANY, OH 43054 | ||
AUTO DATA PROCESSING INVESTOR COMM SERVICES ATTENTION: | ||
TEST PRINT 51 MERCEDES WAY EDGEWOOD, NY 11717 | ![]() |
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
If you would like to reduce the costs incurred by Abercrombie & Fitch Co. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Abercrombie&Fitch Co., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
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DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES: | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and write the nominee’s number on the line below. | ||||||
1. | 01) JAMES B. BACHMANN | |||||||||
02) LAUREN J. BRISKY | ||||||||||
03) MICHAEL S. JEFFRIES | o | o | o | |||||||
04) JOHN W. KESSLER | ||||||||||
DIRECTORS RECOMMEND: A VOTE FOR ADOPTION OF THE FOLLOWING PROPOSAL: | For | Against | Abstain | |||||
2. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY | o | o | o |
INVESTOR COMM SERVICES
ATTENTION:
TEST PRINT
51 MERCEDES WAY
EDGEWOOD, NY
11717
Signature [PLEASE SIGN WITHIN BOX] | Date | P32771 | Signature (Joint Owners) | Date | 123,456,789,012 | |||||
002896699 | ||||||||||
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THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 14, 2006