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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.:
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6301 Fitch Path
New Albany, Ohio 43054
(614) 283-6500
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To Be Held On June 13, 2007
1. | To elect two directors to serve for terms of three years each. | |
2. | To approve the Abercrombie & Fitch Co. Incentive Compensation Performance Plan. | |
3. | To approve the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan. | |
4. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company. | |
5. | To transact any other business which properly comes before the Annual Meeting or any adjournment. |
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6301 Fitch Path
New Albany, Ohio 43054
(614) 283-6500
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Director | ||||||
Name (Age) | Business Experience During Past 5 Years and Other Information | Since | ||||
John A. Golden (62) | 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 (70) | Mr. Limato is Co-President of International Creative Management, Inc. (“ICM”) 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, one of ICM’s predecessor agencies. He worked at ICM until 1978, and then was a senior executive at the William Morris Agency before rejoining ICM in 1988. He personally represents many important actors and movie stars and his company also represents numerous directors and 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 |
THE NOMINEES LISTED ABOVE.
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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 (59) | Mr. Gertmenian has been a partner with Vorys, Sater, Seymour and Pease LLP since 1979. Mr. Gertmenian became the Managing Partner of the firm in January 2007 and also serves as Chairman of the firm’s Executive Committee. Mr. Gertmenian also serves as a director of AirNet Systems, Inc. | 1999 | ||||
Archie M. Griffin (52) | 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 Company and the Ohio Auto Club and is a member of the Columbus Metropolitan Library Foundation Board, the Columbus Recreation and Parks Commission board and the governing committee for The Columbus Foundation. | 2000 | ||||
Allan A. Tuttle (67) | Mr. Tuttle served as General Counsel to the Gucci Group N.V., a multi-brand luxury goods company, from 1997 until 2004, and thereafter he served as a legal consultant to that company until September 2005. 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 U.S. Attorney, as Assistant to the Solicitor General of the United States and as Solicitor for the Federal Power Commission. | 2005 | ||||
Directors Whose Terms Continue until the 2009 Annual Meeting | ||||||
James B. Bachmann (64) | 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. | 2003 |
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Director | ||||||
Name (Age) | Business Experience During Past 5 Years and Other Information | Since | ||||
Lauren J. Brisky (56) | Ms. Brisky is the Vice Chancellor for Administration and Chief Financial Officer of Vanderbilt University. She serves as the financial liaison for Vanderbilt University’s Audit, Budget and Executive Committees and is responsible for the University’s financial management as well as administrative infrastructure which includes such areas as facilities and construction, human resources, information systems and business operations. She served as Associate Vice Chancellor for Finance of Vanderbilt from 1988 until her 1999 appointment to Vice Chancellor. Ms. Brisky has also held positions at the University of Pennsylvania, Cornell University, and North Carolina State University. She serves on the Board of Trustees for Simmons College, where she is Chair of the Finance Committee, and a member of the Executive and Compensation Committees. | 2003 | ||||
Michael S. Jeffries (62) | 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, dated as of January 30, 2003, between the Company and Mr. Jeffries, the Company is obligated to cause Mr. Jeffries to be nominated as a director of the Company during his employment term. | 1996 | ||||
John W. Kessler (71) | 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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• | Restricted stock units will be granted annually on the date of the annual meeting of stockholders. | |
• | 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, the 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 or upon a change of control of the Company. |
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Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Name | Paid in Cash | Awards(3) | Awards(3) | Compensation | Total | |||||||||||||||
James B. Bachmann | $ | 99,705 | $ | 190,158 | $ | 5,831 | $ | — | $ | 295,694 | ||||||||||
Daniel J. Brestle(4) | $ | 133,571 | $ | 190,158 | $ | — | $ | — | $ | 323,729 | ||||||||||
Lauren J. Brisky(4) | $ | 220,838 | $ | 190,158 | $ | 5,831 | $ | — | $ | 416,827 | ||||||||||
Russell M. Gertmenian(5) | $ | 62,752 | $ | 190,158 | $ | 6,073 | $ | 7,077 | $ | 266,059 | ||||||||||
John A. Golden | $ | 112,500 | $ | 190,158 | $ | 6,073 | $ | 3,130 | $ | 311,860 | ||||||||||
Archie M. Griffin(5) | $ | 67,800 | $ | 190,158 | $ | 28,904 | $ | 3,899 | $ | 290,761 | ||||||||||
John W. Kessler | $ | 80,000 | $ | 190,158 | $ | 6,073 | $ | 3,557 | $ | 279,788 | ||||||||||
Edward F. Limato | $ | 67,500 | $ | 190,158 | $ | 5,831 | $ | — | $ | 263,489 | ||||||||||
Allan A. Tuttle(4) | $ | 324,705 | $ | 190,158 | $ | — | $ | — | $ | 514,863 |
(1) | Abercrombie & Fitch’s Chairman and Chief Executive Officer, Michael Jeffries is not included in this table as he is an associate of the Company and thus receives no compensation for his services as Director. The compensation received by Michael Jeffries as associate of the Company is shown in the Summary Compensation Table on page 27. | |
(2) | The outstanding options held by the non-associate Directors at the end of Fiscal 2006 were as follows: Ms. Brisky, 7,500 shares, Mr. Bachmann, 5,000 shares, Mr. Gertmenian, 64,000 shares, Mr. Golden, 72,000 shares, Mr. Griffin, 30,000 shares, Mr. Kessler, 53,500 shares, and Mr. Limato 10,000 shares. Each non-associate Director had 5,394 restricted stock units outstanding at the end of Fiscal 2006. During Fiscal 2006 each non-associate Director was granted 3,000 restricted stock units. The restricted stock units had a grant date fair value of $54.82, calculated using the closing price of the Company’s stock on the grant date adjusted for anticipated dividend payments during the vesting period. | |
(3) | Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended February 3, 2007 in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R)“Share-based Payments” and thus includes amounts from awards granted in and prior to 2006. See Note 4 of the Notes to Consolidated Financial Statements in the Company’s Annual Report onForm 10-K for the year ended February 3, 2007 filed on March 30, 2007 for assumptions used and additional information regarding the Company’s share-based compensation. | |
(4) | Ms. Brisky and Mr. Tuttle serve on the Special Litigation Committee, Mr. Brestle formerly served on the Committee, and all three were therefore paid additional retainer fees during Fiscal 2006. | |
(5) | Messrs. Gertmenian and Griffin deferred $15,877 and $34,050, respectively, of their fees during Fiscal 2006. |
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Number of | ||||||||
Shares of | ||||||||
Common | ||||||||
Stock | ||||||||
Beneficially | Percent of | |||||||
Name and Address of Beneficial Owner | Owned(1) | Class(2) | ||||||
Morgan Stanley | 6,143,979 | 7.00 | % | |||||
Maverick Capital Management, LLC 1585 Broadway New York, NY 10036 | ||||||||
Columbia Wanger Asset Management, L.P. | 5,943,200 | 6.77 | % | |||||
WAM Acquisition GP, Inc. 227 West Monroe Street Chicago, IL 60606 | ||||||||
FMR Corp. | 4,799,175 | (3) | 5.47 | % | ||||
Edward C. Johnson III 82 Devonshire Street Boston, MA 02109 |
(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 April 17, 2007 | |
(2) | The percent of class is based on 87,762,791 shares of Common Stock outstanding on April 17, 2007. | |
(3) | Of the shares listed in the table, Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp., beneficially owns 4,799,175 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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Number of Shares | ||||||||
of Common Stock | Percent of | |||||||
Beneficially Owned(1) | Class(2) | |||||||
James B. Bachmann(3) | 4,000 | * | ||||||
Daniel J. Brestle(3) | 5,394 | * | ||||||
Lauren J. Brisky(3) | 16,471 | * | ||||||
Diane Chang(3) | 36,750 | * | ||||||
Russell M. Gertmenian(3)(4) | 69,900 | * | ||||||
John A. Golden(3)(4) | 132,419 | * | ||||||
Archie M. Griffin(3)(4) | 15,365 | * | ||||||
Leslee K. Herro(3) | 44,775 | * | ||||||
Michael S. Jeffries(3)(5) | 7,825,398 | 8.22 | % | |||||
John W. Kessler(3)(4) | 42,116 | * | ||||||
Michael W. Kramer(3) | 12,436 | * | ||||||
Edward F. Limato(3) | 17,971 | * | ||||||
Allan A. Tuttle(3)(4) | 3,000 | * | ||||||
James A. Yano(3)(6) | 3,680 | * | ||||||
Directors and Executive Officers as a group (15 persons) | 8,229,675 | 8.62 | % |
* | 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 87,762,791 shares of Common Stock outstanding on April 17, 2007 and the number of shares of Common Stock, if any, as to which the named individual has the right to acquire beneficial ownership by June 16, 2007, 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 June 16, 2007. | |
(3) | Includes the following number of shares of Common Stock issuable by June 16, 2007 upon vesting of restricted stock units or the exercise of outstanding options which are currently exercisable or will become exercisable by June 16, 2007: Ms. Brisky, 10,500 shares; Ms. Chang, 21,750 shares; Ms. Herro, 17,731 shares; Mr. Bachmann, 3,000 shares; Mr. Brestle, 3,000 shares; Mr. Gertmenian, 67,000 shares; Mr. Golden, 75,000 shares; Mr. Griffin, 13,000 shares; Mr. Jeffries, 7,431,800 shares; Mr. Kessler, 38,000 shares; Mr. Kramer, 11,250; and Mr. Limato, 13,000 shares; Mr. Tuttle, 3,000 shares; Mr. Yano, 2,500 shares; and all directors and executive officers as a group 7,710,531 shares. 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, 13,073 shares; Mr. Golden, 4,501 shares; Mr. Griffin, 8,331 shares; Mr. Kessler, 7,510 shares; and |
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Mr. Tuttle, 2,394 shares; and all directors as a group, 35,809 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 under “Employment Agreement” on page 29. | |
(6) | Mr. Yano, Senior Vice President — General Counsel and Secretary, terminated his employment with the Company on March 16, 2007. |
• | drive performance in order to achieve financial goals and create stockholder value; | |
• | reflect the strong team-based culture of the Company; | |
• | provide competitive compensation opportunities as compared to retail industry organizations and other companies that represent the market for high caliber executive talent; | |
• | be cost-efficient and fair to associates, management and stockholders; and | |
• | be well-communicated and understood by program participants. |
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• | The compensation program is designed to reflect the Company’s team-based culture. This means that incentive compensation is tied to the results of the Company as a whole. This team-based approach to rewards fosters an environment of cooperation that has been instrumental in the Company’s success. | |
• | The compensation strategy is to place a major portion of total compensation at risk in the form of annual and long-term incentive programs. This means that for senior executives, the majority of their total compensation is contingent upon Company performance. As shown in the Summary Compensation Table, base salaries represent between 5% and 50% of total compensation for the named executive officers. | |
• | The combination of incentives is meant to balance short-term operational objectives, such as the achievement of seasonal net income targets, and the return on investment for stockholders. The balance creates the appropriate incentives for management to consider decisions in the context of both short-term and long-term results. For the named executive officers, target annual incentive opportunity ranges from 50% to 120% of base salary, and long-term incentive targets generally range from 120% to 400% of base salary. | |
• | The compensation strategy is to provide competitive compensation commensurate with performance. This means that the Compensation Committee reviews the range of incentives that can be earned (i.e., from threshold to maximum) and establishes performance goals that are appropriate for the incentive awards, e.g., top quartile pay is only earned for top quartile performance, and below target performance results in below target compensation. | |
• | The compensation strategy is designed to promote a long-term commitment to the Company. This means the Company believes there is great value in creating a team of tenured, seasoned professionals. The Company encourages this long-term commitment through the vesting schedules of restricted stock unit grants and stock option grants. |
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American Eagle | Ann Taylor Stores Corporation | |
Coach, Inc. | Guess? Inc. | |
Jones Apparel Group, Inc. | Kenneth Cole Productions Inc. | |
Limited Brands | Liz Claiborne, Inc. | |
Polo Ralph Lauren Corporation | Talbots, Inc. | |
Tiffany & Co |
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Pay Mix — | determination of each element of compensation, its purpose and design, and its relationship to the overall pay program |
• | Base Salary — fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance | |
• | Annual Incentive Compensation Bonus — variable pay that is designed to reward attainment of annual business goals, with target award opportunities expressed as a percentage of base salary | |
• | Long-term Incentives — stock based awards tied to retention and increases in stockholder value over longer terms, and intended to tie the interests of executives to those of stockholders | |
• | Benefits — additional programs offered to attract and retain capable executives |
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Vesting Date | Annual Vesting | Cumulative Vesting | ||
1st Anniversary of Grant Date | 10% of grant | 10% of grant | ||
2nd Anniversary of Grant Date | 20% of grant | 30% of grant | ||
3rd Anniversary of Grant Date | 30% of grant | 60% of grant | ||
4th Anniversary of Grant Date | 40% of grant | 100% of grant |
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Vesting Date | Annual Vesting | Cumulative Vesting | ||
Grant Date | 10% of grant | 10% of grant | ||
1st Anniversary of Grant Date | 20% of grant | 30% of grant | ||
2nd Anniversary of Grant Date | 30% of grant | 60% of grant | ||
3rd Anniversary of Grant Date | 40% of grant | 100% of grant |
Vesting Date | Annual Vesting | Cumulative Vesting | ||
1st Anniversary of Grant Date | 25% of grant | 25% of grant | ||
2nd Anniversary of Grant Date | 25% of grant | 50% of grant | ||
3rd Anniversary of Grant Date | 25% of grant | 75% of grant | ||
4th Anniversary of Grant Date | 25% of grant | 100% of grant |
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• | The Incentive Plan rewards participants for the achievement of short-term, operational goals. As mentioned above, the Company has used the Incentive Plan as a means to focus the organization on the achievement of seasonal financial performance goals. For Fiscal 2006, the Company performance measure for both the Spring and Fall seasons was Net Income. | |
• | Stock options reward participants for long-term improvement in the Company’s stock price. Although the options are given a value at grant for reporting purposes, the actual value of the option is entirely based on future increases in stock price. If the stock price does not increase over the term of the option, the participant receives no value. | |
• | While the vesting of the restricted stock units is not directly tied to performance, the ultimate value of the award at vesting is contingent upon the long-term performance of the stock price over the four-year vesting period. The Compensation Committee believes that restricted stock unit grants also serve as an important retention vehicle. |
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Daniel J. Brestle (Chair) | Edward F. Limato | |||
John W. Kessler |
Change in | ||||||||||||||||||||||||||||||||
Non-Equity | Pension | |||||||||||||||||||||||||||||||
Name and Principal Position | Fiscal | Stock | Option | Incentive Plan | and NQDCP | All Other | ||||||||||||||||||||||||||
During 2006 Fiscal Year | Year | Salary ($) | Awards ($)(1) | Awards ($)(2) | Compensation ($)(3) | Earnings ($)(4) | Compensation ($) | Total ($) | ||||||||||||||||||||||||
Michael S. Jeffries | 2006 | $ | 1,494,231 | $ | 5,713,367 | $ | 8,431,484 | $ | 2,228,400 | $ | 6,735,918 | $ | 1,593,518 | (5) | $ | 26,196,918 | ||||||||||||||||
Chairman and Chief Executive Officer | ||||||||||||||||||||||||||||||||
Michael W. Kramer | 2006 | $ | 586,538 | $ | 834,030 | $ | 262,152 | $ | 479,150 | $ | 1,403 | $ | 223,774 | (6) | $ | 2,387,047 | ||||||||||||||||
Executive Vice President — Chief Financial Officer | ||||||||||||||||||||||||||||||||
Diane Chang | 2006 | $ | 826,058 | $ | 1,933,322 | $ | 428,173 | $ | 756,728 | $ | 19,841 | $ | 254,742 | (7) | $ | 4,218,864 | ||||||||||||||||
Executive Vice President — Sourcing | ||||||||||||||||||||||||||||||||
Leslee K. Herro | 2006 | $ | 826,058 | $ | 1,935,575 | $ | 443,559 | $ | 756,728 | $ | 30,504 | $ | 262,510 | (7) | $ | 4,254,934 | ||||||||||||||||
Executive Vice President — Planning and Allocation | ||||||||||||||||||||||||||||||||
James A Yano(8) | 2006 | $ | 416,731 | $ | 165,974 | $ | 58,192 | $ | 202,032 | $ | 377 | $ | 39,071 | (7) | $ | 882,377 | ||||||||||||||||
Former Senior Vice President — General Counsel and Secretary | ||||||||||||||||||||||||||||||||
Thomas D. Mendenhall(9) | 2006 | $ | 576,635 | $ | 323,720 | $ | 611,557 | $ | 479,725 | (10) | $ | — | $ | 810,496 | (11) | $ | 2,802,133 | |||||||||||||||
Former Senior Vice President and General Manager — Abercrombie & Fitch and abercrombie |
(1) | Represents restricted stock unit expense amortized during Fiscal 2006 according to Statement of Financial Accounting Standards (“SFAS”) No. 123(R)“Share-based Payments” and thus includes |
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amounts from awards granted in and prior to 2006. In the case of Mr. Jeffries, the amount disclosed represents expense related to awards granted prior to 2004. See Note 4 of the Notes to Consolidated Financial Statements in the Company’s Annual Report onForm 10-K for the year ended February 3, 2007 filed on March 30, 2007 for assumptions used and additional information regarding the Company’s share-based compensation. | ||
(2) | Represents stock option expense amortized during Fiscal 2006 according to SFAS No. 123(R) and thus includes amounts from awards granted in and prior to 2006. In the case of Mr. Jeffries, the amount disclosed represents expense related to awards granted prior to 2004. See Note 4 of the Notes to Consolidated Financial Statements in the Company’s Annual Report onForm 10-K for the year ended February 3, 2007 filed on March 30, 2007 for assumptions used and additional information regarding the Company’s share-based compensation. | |
(3) | Represents the aggregate of the performance based incentive cash compensation for the Spring and Fall selling season for each individual. | |
(4) | For all named executive officers except for Mr. Jeffries, the amount represents the above market earnings of the NQDCP balances. For Mr. Jeffries the amount represents the combination of an increase in the actuarial value of the Supplemental Executive Retirement Plan for Mr. Jeffries due to changes in the projected annual benefit due as a result of Mr. Jeffries’ compensation during Fiscal 2006 and due to a change in the discount rate used by the Company ($6,634,356) and above market earnings of his NQDCP balance ($101,562). | |
(5) | For Mr. Jeffries, other compensation represents the following: aggregate incremental cost of personal use of Company aircraft (less reimbursement of certain amounts by Mr. Jeffries) ($776,723) and related tax gross up ($184,790); the amount of employer matching and supplemental contributions allocated to his account under the Company’s qualified defined contribution plan and its non-qualified savings and supplemental retirement plan during Fiscal 2006 ($580,435); and life insurance premiums paid for by the Company ($51,570). 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 uses Shiavone Air Charter for use of a helicopter for which it pays certain hourly and other fees. 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. | |
(6) | For Mr. Kramer, other compensation represents the reimbursement of relocation expenses ($200,186) and related tax gross up ($2,296) and the amount of employer matching and supplemental contributions allocated to his account under the Company’s non-qualified savings and supplemental retirement plan during Fiscal 2006 ($21,292). | |
(7) | 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 Fiscal 2006. | |
(8) | Mr. Yano terminated his employment with the Company on March 16, 2007. | |
(9) | Mr. Mendenhall terminated his employment with the Company on September 7, 2006. | |
(10) | As per his employment separation agreement, Mr. Mendenhall was paid the incentive cash bonus for the Fall selling season. |
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(11) | For Mr. Mendenhall, other compensation represents a severance payment ($775,000), medical insurance ($6,722), distribution of his contributions to the Company’s retirement plans ($10,076), and reimbursement of relocation expenses ($17,075) and the related taxgross-up ($1,623). |
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All Other | ||||||||||||||||||||||||||||||||
All Other | Option | |||||||||||||||||||||||||||||||
Stock Awards: | Awards: | Grant Date | ||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non- | Number of | Number | Exercise or | Fair Value of | ||||||||||||||||||||||||||||
Equity Incentive Plan Awards (1) | Shares of | of Securities | Base Price of | Stock and | ||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Stock or | Underlying | Option | Option | |||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | Units (2) | Options (3) | Awards (4) | Awards (5) | ||||||||||||||||||||||||
Michael S. Jeffries | $ | — | $ | 720,000 | $ | 1,440,000 | ||||||||||||||||||||||||||
$ | — | $ | 1,080,000 | $ | 2,160,000 | |||||||||||||||||||||||||||
Michael W. Kramer | 03/06/06 | 12,000 | $ | 657,120 | ||||||||||||||||||||||||||||
03/06/06 | 20,000 | $ | 57.26 | $ | 498,396 | |||||||||||||||||||||||||||
$ | — | $ | 88,000 | $ | 176,000 | |||||||||||||||||||||||||||
$ | — | $ | 315,000 | $ | 630,000 | |||||||||||||||||||||||||||
Diane Chang | 03/06/06 | 30,000 | $ | 1,642,800 | ||||||||||||||||||||||||||||
03/06/06 | 50,000 | $ | 57.26 | $ | 1,245,990 | |||||||||||||||||||||||||||
$ | — | $ | 244,500 | $ | 489,000 | |||||||||||||||||||||||||||
$ | — | $ | 366,750 | $ | 733,500 | |||||||||||||||||||||||||||
Leslee K. Herro | 03/06/06 | 30,000 | $ | 1,642,800 | ||||||||||||||||||||||||||||
03/06/06 | 50,000 | $ | 57.26 | $ | 1,245,990 | |||||||||||||||||||||||||||
$ | — | $ | 244,500 | $ | 489,000 | |||||||||||||||||||||||||||
$ | — | $ | 366,750 | $ | 733,500 | |||||||||||||||||||||||||||
James A. Yano(6) | 03/06/06 | 5,000 | $ | 273,800 | ||||||||||||||||||||||||||||
03/06/06 | 10,000 | $ | 57.26 | $ | 249,198 | |||||||||||||||||||||||||||
$ | — | $ | 65,600 | $ | 131,200 | |||||||||||||||||||||||||||
$ | — | $ | 98,400 | $ | 196,800 | |||||||||||||||||||||||||||
Thomas D. Mendenhall(7) | 03/06/06 | 12,000 | $ | 657,120 | ||||||||||||||||||||||||||||
03/06/06 | 20,000 | $ | 57.26 | $ | 498,396 | |||||||||||||||||||||||||||
$ | — | $ | 155,000 | $ | 310,000 | |||||||||||||||||||||||||||
$ | — | $ | 232,000 | $ | 465,000 |
(1) | These columns show the potential value of the payout under the Incentive Plan for each of the Spring season and Fall season in Fiscal 2006. If threshold performance is not met, then the payout for all associates, including the NEOs would be zero. Actual awards paid under the Incentive Plan for Fiscal 2006 are shown for each NEO in the Summary Compensation Table. | |
(2) | This column shows the number of restricted stock units granted to the NEOs in Fiscal 2006 which vest according to the terms described on page 22. | |
(3) | This column shows the number of stock options granted to the NEOs in Fiscal 2006 which vest according to the terms described on page 23. | |
(4) | This column shows the exercise price of the stock options granted, which was the closing price of the Company’s stock on March 6, 2006, the date the Compensation Committee granted the options. | |
(5) | This column shows the grant date fair value of the restricted stock units and stock options under SFAS 123(R) in Fiscal 2006. For restricted stock units, the fair value is calculated using the closing price of the Company’s stock on the grant date adjusted for anticipated dividend payments during the vesting period ($54.76). For stock options, the fair value is calculated using the Black-Scholes value on the grant |
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date ($24.92). The fair value shown for stock awards and option awards are accounted for in accordance with SFAS 123(R). | ||
(6) | Mr. Yano terminated his employment with the Company on March 16, 2007. | |
(7) | Mr. Mendenhall terminated his employment with the Company on September 7, 2006. |
Option Awards | Restricted Stock Unit Awards | |||||||||||||||||||||||||||||||
Number of | Number of | |||||||||||||||||||||||||||||||
Securities | Securities | |||||||||||||||||||||||||||||||
Underlying | Underlying | Market Value | ||||||||||||||||||||||||||||||
Option | Unexercised | Unexercised | Options | Option | Number of Units | of Units of | ||||||||||||||||||||||||||
Grant | Options | Options | Exercise | Expiration | Stock Award | of Stock that | Stock that have | |||||||||||||||||||||||||
Name | Date | Exercisable | Unexercisable | Price | Date | Grant Date | have not Vested | not Vested | ||||||||||||||||||||||||
Michael S. Jeffries | 05/13/97 | 80,000 | — | $ | 8.0000 | 05/14/07 | ||||||||||||||||||||||||||
08/03/98 | 310,000 | — | $ | 23.4062 | 08/03/08 | |||||||||||||||||||||||||||
02/01/99 | 10,430 | — | $ | 37.6875 | 02/01/09 | |||||||||||||||||||||||||||
02/01/99 | 200,000 | — | $ | 37.6875 | 02/01/09 | |||||||||||||||||||||||||||
03/01/99 | 45,000 | — | $ | 39.2812 | 03/01/09 | |||||||||||||||||||||||||||
07/23/99 | 4,400,000 | — | $ | 44.0000 | 07/23/09 | |||||||||||||||||||||||||||
08/01/99 | 6,000 | — | $ | 42.0000 | 08/01/09 | |||||||||||||||||||||||||||
02/01/00 | 2,635 | — | $ | 20.8125 | 02/01/10 | |||||||||||||||||||||||||||
02/01/00 | 90,905 | — | $ | 20.8125 | 02/01/10 | |||||||||||||||||||||||||||
08/01/00 | 9,000 | — | $ | 15.5625 | 08/01/10 | |||||||||||||||||||||||||||
02/01/01 | 89,269 | — | $ | 30.1800 | 02/01/11 | |||||||||||||||||||||||||||
02/05/01 | 489 | — | $ | 29.4700 | 02/05/11 | |||||||||||||||||||||||||||
02/04/02 | 96,950 | — | $ | 25.0000 | 02/04/12 | |||||||||||||||||||||||||||
02/25/02 | 2,000,000 | — | $ | 26.6000 | 02/25/12 | |||||||||||||||||||||||||||
1/30/2003 | 1,000,000 | (2) | $ | 80,770,000 | ||||||||||||||||||||||||||||
02/14/03 | 68,343 | 22,779 | (1) | $ | 26.9800 | 02/14/13 | ||||||||||||||||||||||||||
Michael W. Kramer | 08/08/05 | 6,250 | 18,750 | (1) | $ | 63.6600 | 08/08/15 | 8/8/2005 | 21,000 | (3) | $ | 1,696,170 | ||||||||||||||||||||
2/17/2006 | 4,133 | (3) | $ | 333,822 | ||||||||||||||||||||||||||||
03/06/06 | — | 20,000 | (1) | $ | 57.2600 | 03/06/16 | 3/6/2006 | 12,000 | (4) | $ | 969,240 |
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Option Awards | Restricted Stock Unit Awards | |||||||||||||||||||||||||||||||
Number of | Number of | |||||||||||||||||||||||||||||||
Securities | Securities | |||||||||||||||||||||||||||||||
Underlying | Underlying | Market Value | ||||||||||||||||||||||||||||||
Option | Unexercised | Unexercised | Options | Option | Number of Units | of Units of | ||||||||||||||||||||||||||
Grant | Options | Options | Exercise | Expiration | Stock Award | of Stock that | Stock that have | |||||||||||||||||||||||||
Name | Date | Exercisable | Unexercisable | Price | Date | Grant Date | have not Vested | not Vested | ||||||||||||||||||||||||
Diane Chang | 02/01/99 | 600 | — | $ | 37.6875 | 02/01/09 | ||||||||||||||||||||||||||
03/06/01 | 3,389 | — | $ | 29.5000 | 03/06/11 | |||||||||||||||||||||||||||
03/06/01 | 4,111 | — | $ | 29.5000 | 03/06/11 | |||||||||||||||||||||||||||
02/04/02 | 1,098 | — | $ | 25.0000 | 02/04/12 | |||||||||||||||||||||||||||
02/28/02 | 25,000 | — | $ | 26.6400 | 02/29/12 | |||||||||||||||||||||||||||
02/14/03 | 806 | 806 | (1) | $ | 26.9800 | 02/14/13 | ||||||||||||||||||||||||||
2/13/2004 | 1,123 | (3) | $ | 90,705 | ||||||||||||||||||||||||||||
3/29/2004 | 20,000 | (5) | $ | 1,615,400 | ||||||||||||||||||||||||||||
2/15/2005 | 8,400 | (3) | $ | 678,468 | ||||||||||||||||||||||||||||
03/11/05 | 4,625 | 13,875 | (1) | $ | 57.5000 | 03/11/15 | 3/11/2005 | 24,300 | (4) | $ | 1,962,711 | |||||||||||||||||||||
8/19/2005 | 3,360 | (3) | $ | 271,387 | ||||||||||||||||||||||||||||
2/17/2006 | 6,480 | (3) | $ | 523,390 | ||||||||||||||||||||||||||||
03/06/06 | — | 50,000 | (1) | $ | 57.2600 | 03/06/16 | 3/6/2006 | 30,000 | (4) | $ | 2,423,100 | |||||||||||||||||||||
Leslee K. Herro | 02/04/02 | 750 | — | $ | 25.0000 | 02/04/12 | ||||||||||||||||||||||||||
02/28/02 | 50,000 | — | $ | 26.6400 | 02/29/12 | |||||||||||||||||||||||||||
02/14/03 | 606 | 606 | (1) | $ | 26.9800 | 02/14/13 | ||||||||||||||||||||||||||
2/13/2004 | 1,123 | (3) | $ | 90,705 | ||||||||||||||||||||||||||||
3/29/2004 | 20,000 | (5) | $ | 1,615,400 | ||||||||||||||||||||||||||||
2/15/2005 | 8,400 | (3) | $ | 678,468 | ||||||||||||||||||||||||||||
03/11/05 | 4,625 | 13,875 | (1) | $ | 57.5000 | 03/11/15 | 3/11/2005 | 24,300 | (4) | $ | 1,962,711 | |||||||||||||||||||||
8/19/2005 | 3,360 | (3) | $ | 271,387 | ||||||||||||||||||||||||||||
2/17/2006 | 6,480 | (3) | $ | 523,390 | ||||||||||||||||||||||||||||
03/06/06 | — | 50,000 | (1) | $ | 57.2600 | 03/06/16 | 3/6/2006 | 30,000 | (4) | $ | 2,423,100 | |||||||||||||||||||||
James A. Yano(6) | 08/19/05 | 2,500 | 7,500 | (1) | $ | 59.9800 | 08/19/15 | 8/19/2005 | 9,000 | (3) | $ | 726,930 | ||||||||||||||||||||
03/06/06 | — | 10,000 | (1) | $ | 57.2600 | 03/06/16 | 3/6/2006 | 5,000 | (4) | $ | 403,850 | |||||||||||||||||||||
Thomas D. Mendenhall(7) | — | — | — | — | — | — | — | — |
(1) | Each of these stock option grants vests 25% each year for four years from the grant date. | |
(2) | The grant fully vests 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 (as defined in his employment contract described on page 29) and will vest in full upon a change of control of the Company. | |
(3) | Each of these restricted stock unit grants vests 10% on grant, 20% on the one year anniversary of the grant, 30% on the two year anniversary of the grant, and 40% on the three year anniversary of the grant. | |
(4) | Each of these restricted stock unit grants vests 10% on the one year anniversary of the grant, 20% on the two year anniversary of the grant, 30% on the three year anniversary of the grant, and 40% on the four year anniversary of the grant. | |
(5) | Each of these restricted stock unit grants vests 25% each year for four years from the grant date. | |
(6) | Mr. Yano terminated his employment with the Company on March 16, 2007. | |
(7) | Mr. Mendenhall terminated his employment with the Company on September 7, 2006. |
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Option Awards | Stock Awards | |||||||||||||||
Number of | Number of | |||||||||||||||
Shares Acquired | Value Realized | Shares Acquired | Value Realized | |||||||||||||
Name | on Exercise | Upon Exercise(1) | on Vesting | Upon Vesting(2) | ||||||||||||
Michael S. Jeffries | 43,436 | (3) | $ | 2,481,933 | 15,840 | $ | 1,089,475 | |||||||||
Michael W. Kramer | — | — | 6,459 | $ | 360,790 | |||||||||||
Diane Chang | — | — | 20,790 | $ | 1,264,753 | |||||||||||
Leslee K. Herro | — | — | 20,790 | $ | 1,264,753 | |||||||||||
James A. Yano | — | — | 1,000 | $ | 63,010 | |||||||||||
Thomas D. Mendenhall | 42,500 | (4) | $ | 1,074,743 | 7,110 | $ | 518,463 |
(1) | The value is calculated based on the excess of the closing price of a share of Common Stock over the exercise price of the option on the exercise date. | |
(2) | The value is calculated based on the closing price of a share of Common Stock on the vesting date. | |
(3) | Mr. Jeffries exercised his stock options as they were due to expire during Fiscal 2006. | |
(4) | Mr. Mendenhall exercised his stock options after he terminated his employment with the Company on September 7, 2006. |
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Present Value of | ||||||
Name | Plan Name | Accumulated Benefit(1) | ||||
Michael S. Jeffries | Supplemental Executive Retirement Plan | $ | 14,228,332 |
(1) | The present value as of February 3, 2007 is $14,228,332 based on an interest rate of 9% and the 1994 Group Annuity Mortality Table for males. These are the same assumptions used in determining the accrual for the plan. In Fiscal 2006, the Company recorded an expense of $6,634,356 in conjunction with the SERP due to changes in the projected annual benefit due as a result of Mr. Jeffries’ compensation during Fiscal 2006 and due to a change in the discount rate used by the Company. |
Non-Qualified — | ||||||||||||||||
Executive | Company | Aggregate | ||||||||||||||
Contributions in | Contributions | Aggregate Earnings in | Balance as of | |||||||||||||
Name | Fiscal 2006 | in Fiscal 2006 | Fiscal 2006 | February 3, 2007 | ||||||||||||
Michael S. Jeffries | $ | 126,907 | $ | 249,463 | $ | 252,931 | $ | 3,843,140 | ||||||||
Michael W. Kramer | $ | 120,254 | $ | 21,292 | $ | 5,847 | $ | 172,607 | ||||||||
Diane Chang | $ | 55,976 | $ | 106,468 | $ | 53,771 | $ | 866,682 | ||||||||
Leslee K. Herro | $ | 132,672 | $ | 108,769 | $ | 90,535 | $ | 1,440,503 | ||||||||
James A. Yano | $ | 15,257 | $ | 29,047 | $ | 1,572 | $ | 54,715 |
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Non-Qualified — | ||||||||||||||||
Executive | Company | Aggregate | ||||||||||||||
Contributions in | Contributions | Aggregate Earnings in | Balance as of | |||||||||||||
Name | Fiscal 2006 | in Fiscal 2006 | Fiscal 2006 | February 3, 2007 | ||||||||||||
Michael S. Jeffries | $ | — | $ | 309,600 | $ | 170,244 | $ | 2,554,275 | ||||||||
Michael W. Kramer | $ | — | $ | — | $ | — | $ | — | ||||||||
Diane Chang | $ | — | $ | 125,254 | $ | 28,899 | $ | 461,896 | ||||||||
Leslee K. Herro | $ | — | $ | 130,808 | $ | 36,566 | $ | 573,659 | ||||||||
James A. Yano | $ | — | $ | — | $ | — | $ | — |
Normal | Cash | Benefits | Equity | Retirement | ||||||||||||||||
Course of Business | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | ||||||||||||||||||||
For Cause | $ | — | $ | — | $ | — | (2) | $ | 6,750,393 | $ | 6,750,393 | |||||||||
Voluntary | $ | — | $ | — | $ | — | (2) | $ | 20,978,725 | $ | 20,978,725 | |||||||||
Retirement | $ | — | $ | — | $ | — | (2) | $ | 20,978,725 | $ | 20,978,725 | |||||||||
Death | $ | — | $ | — | $ | — | (2) | $ | 6,750,393 | $ | 6,750,393 | |||||||||
Not for Cause | $ | 9,000,000 | (3) | $ | 90,007 | (4) | $ | 53,846,667 | (5) | $ | 20,978,725 | $ | 83,915,399 | |||||||
Good Reason | $ | 9,000,000 | (3) | $ | 90,007 | (4) | $ | 53,846,667 | (5) | $ | 20,978,725 | $ | 83,915,399 | |||||||
Disability | $ | 10,200,000 | (6) | $ | 90,007 | (4) | $ | 53,846,667 | (5) | $ | 20,978,725 | $ | 83,115,399 |
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Cash | Benefits | Equity | Retirement | |||||||||||||||||
Change in Control | Severance(7) | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | ||||||||||||||||||||
For Cause | $ | — | $ | — | $ | 81,995,282 | (8) | $ | 6,750,393 | $ | 88,745,675 | |||||||||
Voluntary | $ | — | $ | — | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 102,974,007 | |||||||||
Retirement | $ | 6,000,000 | (9) | $ | — | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 108,974,007 | ||||||||
Death | $ | — | $ | — | $ | 81,995,282 | (8) | $ | 6,750,393 | $ | 88,745,675 | |||||||||
Walk-away | $ | — | $ | — | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 102,974,007 | |||||||||
Not for Cause | $ | 9,000,000 | (3) | $ | 90,007 | (4) | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 112,064,014 | |||||||
Good Reason | $ | 9,000,000 | (3) | $ | 90,007 | (4) | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 112,064,014 | |||||||
Disability | $ | 10,200,000 | (6) | $ | 90,007 | (4) | $ | 81,995,282 | (8) | $ | 20,978,725 | $ | 113,264,014 |
(1) | Represents the present value of the vested accumulated retirement benefit under the SERP and the vested accumulated retirement benefit under the Company’s qualified and non-qualified retirement plans. | |
(2) | Mr. Jeffries’ also has vested stock options holdings of $324,717,412 (7,409,021 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices.) | |
(3) | Mr. Jeffries’ employment contract calls for the payment of his base salary (currently $1.5 million) for two years after his termination and the payment of the $6.0 million “stay bonus”. | |
(4) | Mr. Jeffries’ employment contract calls for the continuation of his benefits for two years after his termination if he is terminated by the Company other than for cause or if he leaves for good reason prior to a change in control. | |
(5) | Represents the portion of Mr. Jeffries’ 1,000,000 restricted stock unit “career award” that would vest based on his the number of years completed under his employment agreement. | |
(6) | Mr. Jeffries’ employment contract calls for the payment of his base salary (currently $1.5 million) for the first two years and 80% of salary (currently $1.2 million) for the next year and the payment of the $6 million “stay bonus”. | |
(7) | Mr. Jeffries’ employment contract calls for reimbursement from the Company of any “excess parachute” excise tax imposed on Mr. Jeffries as a result if a change in control. A change in control as of February 3, 2007 would not have resulted in the imposition of any such excise tax. | |
(8) | The value of Mr. Jeffries’ equity holdings is calculated as follows: $80,770,000 unvested restricted stock units (1,000,000 units multiplied by $80.77, the market price of the Company’s common stock as of February 3, 2007) and $1,225,282 unvested stock options (22,779 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). Mr. Jeffries’ also has vested stock options holdings of $324,717,412 (7,409,021 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices.) | |
(9) | Represents the payment of Mr. Jeffries’ stay bonus. |
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Normal | Cash | Benefits | Equity | Retirement | ||||||||||||||||
Course of Business | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | — | $ | 150,170 | $ | 150,170 | ||||||||||
Death | $ | — | $ | — | $ | 3,790,245 | (2) | $ | 172,607 | $ | 3,962,852 | |||||||||
Disability | $ | — | $ | — | $ | 3,790,245 | (2) | $ | 172,607 | $ | 3,962,852 |
Cash | Benefits | Equity | Retirement | |||||||||||||||||
Change in Control | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | 3,790,245 | (2) | $ | 150,170 | $ | 3,940,415 | |||||||||
Death | $ | — | $ | — | $ | 3,790,245 | (2) | $ | 172,607 | $ | 3,962,852 | |||||||||
Disability | $ | — | $ | — | $ | 3,790,245 | (2) | $ | 172,607 | $ | 3,962,852 |
(1) | Represents the vested accumulated retirement benefit under the Company’s qualified and non-qualified retirement plans. | |
(2) | The value of Mr. Kramer’s equity holdings is calculated as follows: $2,999,232 unvested restricted stock units (37,133 units multiplied by $80.77, the market price of the Company’s common stock as of February 3, 2007) and $791,013 unvested stock options (38,750 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). Mr. Kramer also has vested stock option holdings of $106,937 (6,250 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices.) |
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Normal | Cash | Benefits | Equity | Retirement | ||||||||||||||||
Course of Business | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | — | $ | 1,946,383 | $ | 1,946,383 | ||||||||||
Death | $ | — | $ | — | $ | 9,106,887 | (2) | $ | 1,946,383 | $ | 11,053,270 | |||||||||
Disability | $ | — | $ | — | $ | 9,106,887 | (2) | $ | 1,946,383 | $ | 11,053,270 |
Cash | Benefits | Equity | Retirement | |||||||||||||||||
Change in Control | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | 9,106,887 | (2) | $ | 1,946,383 | $ | 11,053,270 | |||||||||
Death | $ | — | $ | — | $ | 9,106,887 | (2) | $ | 1,946,383 | $ | 11,053,270 | |||||||||
Disability | $ | — | $ | — | $ | 9,106,887 | (2) | $ | 1,946,383 | $ | 11,053,270 |
(1) | Represents the vested accumulated retirement benefit under the Company’s qualified and non-qualified retirement plans. | |
(2) | The value of Ms. Chang’s equity holdings is calculated as follows: $7,565,161 unvested restricted stock units (93,663 units multiplied by $80.77, the market price of the Company’s common stock as of February 3, 2007) and $1,541,726 unvested stock options (64,681 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). Ms. Chang also has vested stock option holdings of $1,975,838 (39,629 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices.) |
Normal | Cash | Benefits | Equity | Retirement | ||||||||||||||||
Course of Business | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | — | $ | 2,460,292 | $ | 2,460,292 | ||||||||||
Death | $ | — | $ | — | $ | 9,096,129 | (2) | $ | 2,460,292 | $ | 11,556,421 | |||||||||
Disability | $ | — | $ | — | $ | 9,096,129 | (2) | $ | 2,460,292 | $ | 11,556,421 |
Cash | Benefits | Equity | Retirement | |||||||||||||||||
Change in Control | Severance | Continuation | Value | Plan Value(1) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | 9,096,129 | (2) | $ | 2,460,292 | $ | 11,556,421 | |||||||||
Death | $ | — | $ | — | $ | 9,096,129 | (2) | $ | 2,460,292 | $ | 11,556,421 | |||||||||
Disability | $ | — | $ | — | $ | 9,096,129 | (2) | $ | 2,460,292 | $ | 11,556,421 |
(1) | Represents the vested accumulated retirement benefit under the Company’s qualified and non-qualified retirement plans. | |
(2) | The value of Ms. Herro’s equity holdings is calculated as follows: $7,565,161 unvested restricted stock units (93,663 units multiplied by $80.77, the market price of the Company’s common stock as of February 3, 2007) and $1,530,968 unvested stock options (64,481 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). Ms. Herro also has vested stock option holdings of $2,888,547 (55,981 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). |
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Normal | Cash | Benefits | Equity | Retirement | ||||||||||||||||
Course of Business | Severance | Continuation | Value | Plan Value(2) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | — | $ | 73,999 | $ | 73,999 | ||||||||||
Death | $ | — | $ | — | $ | 1,521,805 | (3) | $ | 101,572 | $ | 1,623,377 | |||||||||
Disability | $ | — | $ | — | $ | 1,521,805 | (3) | $ | 101,572 | $ | 1,623,377 |
Cash | Benefits | Equity | Retirement | |||||||||||||||||
Change in Control | Severance | Continuation | Value | Plan Value(2) | Total | |||||||||||||||
Severance | $ | — | $ | — | $ | 1,521,805 | (3) | $ | 73,999 | $ | 1,595,804 | |||||||||
Death | $ | — | $ | — | $ | 1,521,805 | (3) | $ | 101,572 | $ | 1,623,377 | |||||||||
Disability | $ | — | $ | — | $ | 1,521,805 | (3) | $ | 101,572 | $ | 1,623,377 |
(1) | Mr. Yano terminated his employment with the Company on March 16, 2007. | |
(2) | Represents the vested accumulated retirement benefit under the Company’s qualified and non-qualified retirement plans. | |
(3) | The value of Mr. Yano’s equity holdings is calculated as follows: $1,130,780 unvested restricted stock units (14,000 units multiplied by $80.77, the market price of the Company’s common stock as of February 3, 2007) and $391,025 unvested stock options (17,500 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices). Mr. Yano also has vested stock option holdings of $51,975 (2,500 stock options multiplied by the difference between the market price of the Company’s common stock as of February 3, 2007 and the options’ exercise prices) which will expire on June 16, 2007. |
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Number of Shares | ||||||||||||
Number of Shares | Remaining Available | |||||||||||
to be Issued Upon | Weighted-Average | for Future Issuance | ||||||||||
Exercise of Outstanding | Exercise Price of | Under Equity | ||||||||||
Stock Options | Outstanding Stock | Compensation | ||||||||||
and Restricted | Options and | Plans (Excluding Shares | ||||||||||
Stock Units | Restricted Stock Units | Reflected in Column(a)) | ||||||||||
Plan category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by stockholders | 6,932,058 | $ | 33.72 | 2,007,623 | ||||||||
Equity compensation plans not approved by stockholders | 3,916,122 | $ | 25.90 | 1,957,813 | ||||||||
Total | 10,848,180 | $ | 30.90 | 3,965,436 | ||||||||
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INCENTIVE COMPENSATION PERFORMANCE PLAN
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2007 LONG-TERM INCENTIVE PLAN
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• | Gross sales, net sales or comparable store sales; | |
• | Gross margin, cost of goods sold,mark-ups or mark-downs; | |
• | Selling, general and administrative expenses; | |
• | Operating income, earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; | |
• | Net income or net income per common share (basic or diluted); | |
• | Inventory turnover or inventory shrinkage; | |
• | Return on assets, return on investment, return on capital, or return on equity; | |
• | Cash flow, free cash flow, cash flow return on investment, or net cash provided by operations; | |
• | Economic profit or economic value created; | |
• | Stock price or total stockholder return; and | |
• | Market penetration, geographic expansion or new concept development; customer satisfaction; staffing; diversity; training and development; succession planning; associate satisfaction; acquisitions or divestitures of subsidiaries, affiliates or joint ventures. |
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James B. Bachmann (Chair) | Lauren J. Brisky | |||
John A. Golden | Allan A. Tuttle |
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2006 | 2005 | |||||||
Audit Fees | $ | 967,600 | $ | 800,400 | ||||
Audit-Related Fees | 17,700 | 21,100 | ||||||
Tax Fees | 22,100 | 48,300 | ||||||
All Other Fees | 98,600 | 69,100 | ||||||
Total | $ | 1,106,000 | $ | 938,900 | ||||
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VOTE BY INTERNET -www.proxyvote.com | ||
ABERCROMBIE & FITCH CO. PO BOX 182168 COLUMBUS, OH 43218 | 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. | |
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS | ||
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. | ||
VOTE BY PHONE - 1-800-690-6903 | ||
Use any touch-tone telephone to transmit your voting instructions 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 call and then follow the instructions. | ||
VOTE BY MAIL | ||
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 Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | ||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ABRFT1 | KEEP THIS PORTION FOR YOUR RECORDS | ||||||
DETACH AND RETURN THIS PORTION ONLY | ||||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES: | ||||||||||||||||||||||
For | Withhold | For All | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||
1. 01) JOHN A. GOLDEN 02) EDWARD F. LIMATO | All | All | Except | |||||||||||||||||||
o | o | o | ||||||||||||||||||||
DIRECTORS RECOMMEND: A VOTE FOR ADOPTION OF THE FOLLOWING PROPOSALS: | For | Against | Abstain | |||||
2. | TO APPROVE THE ABERCROMBIE & FITCH CO. INCENTIVE COMPENSATION PERFORMANCE PLAN. | o | o | o | ||||
3. | TO APPROVE THE ABERCROMBIE & FITCH CO. 2007 LONG-TERM INCENTIVE PLAN. | o | o | o | ||||
4. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY. | o | o | o |
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 card.) |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 13, 2007