UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
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| ¨ | | Preliminary Proxy Statement |
| ¨ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | | Definitive Proxy Statement |
| þ | | Definitive Additional Materials |
| ¨ | | Soliciting Material under §240.14a-12 |
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Abercrombie & Fitch Co. |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 16, 2016.
ABERCROMBIE & FITCH CO.
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| | ABERCROMBIE & FITCH CO. P.O. BOX 182168 COLUMBUS, OH 43218 |
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| | | Meeting Information Meeting Type: Annual Meeting For holders as of: April 18, 2016 Date: June 16, 2016 Time: 10:00 a.m., EDT |
| | | Location: Abercrombie & Fitch Co. Offices 6301 Fitch Path New Albany, Ohio 43054 |
| | | For meeting directions, please call: (614) 283-6751. |
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| | You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
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| | | | — Before You Vote — How to Access the Proxy Materials | | |
| | | | Proxy Materials Available to VIEW or RECEIVE: NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 30, 2016 How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these proxy materials, you MUST request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1)BY INTERNET: www.proxyvote.com 2)BY TELEPHONE: 1-800-579-1639 3)BY E-MAIL*: sendmaterial@proxyvote.com * If requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 2, 2016 to facilitate timely delivery. | | |
| | | | — How To Vote — Please Choose One of the Following Voting Methods | | |
| | | | Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet:To vote now by Internet, go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail:You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card. | | |
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| | A. Election of Directors |
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| | The Board of Directors recommends you vote “FOR” the election of each of the following nominees: |
| | 1a. James B. Bachmann 1b. Bonnie R. Brooks 1c. Terry L. Burman 1d. Sarah M. Gallagher 1e. Michael E. Greenlees 1f. Archie M. Griffin 1g. Arthur C. Martinez 1h. Charles R. Perrin 1i. Stephanie M. Shern 1j. Craig R. Stapleton |
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The Board of Directors recommends you vote “FOR” the approval of amendments to the Company’s Amended and Restated Bylaws to implement “proxy access” under Item 2, “FOR” the approval of the advisory resolution on executive compensation under Item 3, “FOR” the approval of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors in Item 4, “FOR” the approval of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates in Item 5, and “FOR” the proposal in Item 6:
| 2. | Approval of amendments to the Company’s Amended and Restated Bylaws to implement “proxy access”. |
| 3. | Approval of advisory resolution on executive compensation. |
| 4. | Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors. |
| 5. | Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates. |
| 6. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2017. |
The Board of Directors recommends you vote “AGAINST” the following proposal:
| 7. | Stockholder proposal on adoption of a policy regarding accelerated vesting of equity awards of senior executive officers upon a change in control, if the stockholder proposal is properly presented at the Annual Meeting. |
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