UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2009 (June 10, 2009)

ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
         
Delaware   1-12107   31-1469076
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
6301 Fitch Path, New Albany, Ohio
  43054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500
 
Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

At the 2009 Annual Meeting of Stockholders held on June 10, 2009, the Registrant’s stockholders approved the amendment to Section 2.03 of the Registrant’s Amended and Restated Bylaws which had been recommended by the Registrant’s Board of Directors. The amendment, the full text of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by this reference, provides that following its adoption:

  •   the Registrant’s directors will be elected by a majority of the votes cast in an uncontested election (i.e., if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election); and

  •   the Registrant’s directors will be elected by a plurality of the votes cast in a contested election.

Following the approval by the Registrant’s stockholders of the amendment to Section 2.03 of the Registrant’s Amended and Restated Bylaws, on June 10, 2009, the Registrant’s Board of Directors approved the addition of a new Article IX to the Registrant’s Amended and Restated Bylaws. New Article IX describes the requirements for the directors or stockholders to make, repeal, amend or rescind the Registrant’s bylaws and implements Section 216 of the Delaware General Corporation Law by providing that any repeal, amendment or rescission of any bylaw of the Registrant inconsistent with Section 2.03 of the Amended and Restated Bylaws will also require the approval of the Registrant’s stockholders, pursuant to the vote required by Article FIFTH, Section 2 of the Registrant’s certificate of incorporation. The full text of new Article IX of the Registrant’s Amended and Restated Bylaws, as approved by the Registrant’s Board of Directors, is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits .

(a) through (c) Not applicable.

(d) Exhibits :

The following exhibits are included with this Current Report on Form 8-K:

     
Exhibit No.   Description
3.1
  Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of Abercrombie & Fitch Co., by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009
 
3.2
  Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on June 10, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABERCROMBIE & FITCH CO.

Dated: June 16, 2009

By: / s/ Jonathan E. Ramsden                     
Jonathan E. Ramsden
Executive Vice President and
Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated June 16, 2009

Abercrombie & Fitch Co.

     
Exhibit No.   Description
3.1
  Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of Abercrombie & Fitch Co., by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009
 
3.2
  Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on June 10, 2009

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Exhibit 3.1
Certificate regarding Approval of Amendment to Section 2.03
of Amended and Restated Bylaws of Abercrombie & Fitch Co.
by Stockholders of Abercrombie & Fitch Co.
at Annual Meeting of Stockholders held on June 10, 2009
The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the “Company”); that the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was duly called and held on June 10, 2009, at which Annual Meeting a quorum of the stockholders of the Company was at all times present in person or by proxy; and that the stockholders duly approved, by the affirmative vote of the holders of more than 75% of the outstanding shares of Class A Common Stock of the Company entitled to vote at the Annual Meeting, the resolution providing for the amendment to Section 2.03 of the Company’s Amended and Restated Bylaws as set forth on Exhibit I attached hereto and incorporated herein by this reference.
IN WITNESS WHEREOF, the undersigned Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., acting for and on behalf of the Company, has hereunto set his hand this 12th day of June, 2009.
     
 
   
 
   
 
  /s/ David S. Cupps
 
   
 
  David S. Cupps
 
  Senior Vice President,
 
  General Counsel and Secretary of
 
  Abercrombie & Fitch Co.

 

 

 

Exhibit I
RESOLVED, that the amendment to Section 2.03 of the Company’s Amended and Restated Bylaws to implement majority voting in uncontested elections of directors in the form attached as Annex A to the proxy statement delivered to stockholders of the Company in connection with this Annual Meeting [and included with this Exhibit I] be, and it hereby is, approved on behalf of the Company.

 

 

 

Annex A to Proxy Statement
Delivered to Stockholders of
Abercrombie & Fitch Co.
in connection with
Annual Meeting of Stockholders
held on June 10, 2009
Proposed Majority Voting Bylaw Amendment
Section 2.03 of the Corporation’s Amended and Restated Bylaws shall be deleted and replaced in its entirety with the following:
Section 2.03. Election of Directors . At each meeting of the stockholders for the election of directors, a nominee shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the persons receiving the greatest number of votes shall be the directors at any such meeting of the stockholders for which (i) the Secretary of the corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for directors set forth in Article I, Section 1.09, of these bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the corporation first mails its notice of meeting for such meeting to the stockholders. Directors need not be stockholders.

 

 

Exhibit 3.2
Certificate regarding Approval of Addition of New Article IX
of Amended and Restated Bylaws by Board of Directors
of Abercrombie & Fitch Co. on June 10, 2009
The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the “Company”); that the regular annual meeting of the Board of Directors of the Company was duly called and held on June 10, 2009, at which regular annual meeting a quorum of the directors of the Company was at all times present; and that the Board of Directors duly approved the addition of new Article IX to the Company’s Amended and Restated Bylaws to read as follows:
ARTICLE IX
AMENDMENTS
As provided in Article FIFTH, Section 1, of the corporation’s certificate of incorporation, the Board of Directors is expressly authorized to make, repeal, amend and rescind the bylaws of the corporation; provided, however, that any repeal, amendment or rescission of any bylaw inconsistent with Article II, Section 2.03, of these bylaws shall also require the approval of the stockholders of the corporation pursuant to the vote required by Article FIFTH, Section 2, of the corporation’s certificate of incorporation. Subject to such Article FIFTH, Section 2, of the corporation’s certificate of incorporation, the stockholders of the corporation may also make, repeal, amend or rescind these bylaws.
IN WITNESS WHEREOF, the undersigned Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., acting for and on behalf of the Company, has hereunto set his hand this 12th day of June, 2009.
     
 
   
 
  /s/ David S. Cupps
 
   
 
  David S. Cupps
 
  Senior Vice President,
 
  General Counsel and Secretary of
 
  Abercrombie & Fitch Co.