Abercrombie & Fitch Co. 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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