A&F Issues Release Confirming Engaged Capital Has Submitted a Notice to Nominate Five Board Members
Abercrombie & Fitch Co. (NYSE: ANF) today confirmed that Engaged Capital, which owns approximately 0.58% of the outstanding shares of Abercrombie & Fitch, has submitted notice to nominate five candidates to stand for election to the Abercrombie & Fitch Board of Directors at the Company's 2014 Annual Meeting of Shareholders.
Arthur Martinez, the newly appointed Non-Executive Chairman of the Board, said, "Abercrombie & Fitch is committed to continued engagement with its shareholders, including regarding corporate governance matters. This commitment has already resulted in the appointment of three new, highly experienced independent directors and the separation of the positions of CEO and Chairman."
Martinez added, "As we have communicated during numerous discussions with Engaged Capital, I am committed, and the entire Abercrombie & Fitch Board is committed, to continue taking significant steps to strengthen and enhance corporate governance as the company moves into the next phase of growth."
Recently, the Board appointed three new independent directors - Arthur C. Martinez, former Chairman and CEO of Sears, Roebuck and Co., Terry Burman, former CEO of Signet Jewelers Ltd and Charles R. Perrin, former Chairman and CEO of Avon Products, Inc. Among other notable governance enhancements, the Board also separated the roles of Chairman of the Board and Chief Executive Officer, terminated the Company's Shareholder Rights Plan, implemented majority voting in uncontested elections, established stock ownership guidelines for executive officers and directors, and established director resignation policies.
In addition, the Company created the position of Chief Operating Officer to ensure Abercrombie & Fitch is organized for renewed growth and success going forward, as well as brand president positions to oversee the Abercrombie & Fitch and abercrombie kids brands, and the Hollister brand, respectively. These brand presidents will support succession planning and will enable Abercrombie & Fitch to benefit from fresh perspectives on brand development, as the Company works to achieve its potential and strengthen its business.
Abercrombie & Fitch will review Engaged Capital's director nominations as part of its normal process and will present its recommendation with respect to the election of directors in its proxy statement, which will be filed with the Securities and Exchange Commission at a later date. The date of the Company's 2014 Annual Meeting of Shareholders has not yet been announced, and shareholders are not required to take any action at this time.
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