UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 15, 2005
ABERCROMBIE & FITCH CO.
| 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
(614) 283-6500
Not Applicable
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)) |
Item 1.01. Entry into a Material Definitive Agreement .
Approval of Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by Stockholders
At the Annual Meeting of Stockholders held on June 15, 2005 (the “2005 Annual Meeting”), the stockholders of Abercrombie & Fitch Co. (“A&F”) approved the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 Plan”). The 2005 Plan is an equity-based incentive plan that will allow A&F to grant awards that will comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The following description of the 2005 Plan is qualified in its entirety by reference to the actual terms of the 2005 Plan, which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Administration of the 2005 Plan . The 2005 Plan is administered by the Compensation Committee of A&F’s Board of Directors. The Compensation Committee has the power in its discretion to grant awards under the 2005 Plan, to determine the terms thereof, to interpret the provisions of the 2005 Plan, and to take action as it deems necessary or advisable for the administration of the 2005 Plan.
Number of Authorized Shares . The 2005 Plan provides for awards during the term of the 2005 Plan with respect to a maximum of 2% of the sum of (i) the total shares of Class A Common Stock, $0.01 par value, of A&F (the “Common Stock”) outstanding, and (ii) the unexercised options and restricted stock units held by employees and non-employee directors as of April 6, 2005, which constitute 1,982,710 shares of Common Stock. Subject to the terms of the 2005 Plan, any of the 1,982,710 shares of Common Stock may be granted subject to “incentive stock options.” The number and class of shares available under the 2005 Plan and/or subject to outstanding awards may be equitably adjusted by the Compensation Committee in the event of various changes in the capitalization of A&F.
Eligibility and Participation . Eligibility to participate in the 2005 Plan is limited to (i) an employee of A&F or any subsidiary or affiliate of A&F who is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at the time of grant, and (ii) non-employee directors of A&F or any subsidiary or affiliate of A&F. However, Michael S. Jeffries, Chairman and Chief Executive Officer of A&F, will not be eligible to receive any awards under the 2005 Plan. No employee may be granted in any calendar year an award covering more than 250,000 shares of A&F’s Common Stock (plus any portion of such limit that was unused as of the end of the previous year.) The foregoing limit is applied separately to each different type of award under the 2005 Plan. No non-employee director may be granted awards covering more than 10,000 shares of A&F’s Common Stock in any calendar year; provided, however, that such annual limit does not include any “Deferred Stock Awards” (described below) granted in lieu of other forms of compensation.
Type of Awards Under the 2005 Plan . The 2005 Plan provides that the Compensation Committee may grant awards to eligible participants in any of the following forms, subject to such terms, conditions and provisions as the Compensation Committee may determine to be necessary or desirable: (i) incentive stock options (“ISOs”); (ii) nonstatutory stock options
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(“NSOs”); (iii) Common Stock-settled stock appreciation rights (“SARs”); (iv) Restricted Stock and Restricted Stock Units; and (v) Deferred Stock Awards.
Grant of Options and SARs . The Compensation Committee may award ISOs, NSOs (collectively, “Options”), and SARs to eligible participants. The Compensation Committee is also authorized to grant SARs in tandem with or as a component of other awards (“tandem SARs”) or not in conjunction with other awards (“freestanding SARs”) as well as SARs that are exercisable only in connection with a change of control of A&F (a “Limited SAR”).
Exercise Price of Options and SARs . The exercise price per share of an Option will be determined by the Compensation Committee and will in no event be less than 100% of the fair market value per share of A&F’s Common Stock underlying the award on the date of grant. The Compensation Committee has the discretion to determine the exercise price and other terms of SARs, except that (i) the exercise price of a tandem SAR will not be less than the exercise price of the related Option, and (ii) the exercise price of a freestanding SAR will be fixed as of the date of grant and will not be less than the fair market value of a share of A&F’s Common Stock on the date of grant. Without the approval of A&F’s stockholders, the Compensation Committee will not amend or replace previously granted Options or SARs in a transaction that constitutes a “repricing,” within the meaning of Section 303A.08 of the Listed Company Manual of the New York Stock Exchange (“NYSE”).
Vesting of Options and SARs . The sole and exclusive basis for determining both the vesting and exercisability of an Option will be the passage of a specific period of time or the occurrence or non-occurrence of certain specific non-performance related events (e.g., death, disability, termination of employment and a change of control of A&F). The Compensation Committee has the discretion to determine when and under what circumstances an SAR can be exercised.
Special Limitations on ISOs . In the case of a grant of an Option intended to qualify as an ISO, no such Option may be granted to a participant who owns, at the time of the grant, stock representing more than 10% of the total combined voting power of all classes of stock of A&F or its subsidiaries (a “10% Shareholder”) unless the exercise price per share of A&F’s Common Stock subject to such ISO is at least 110% of the fair market value per share of A&F’s Common Stock on the date of grant and such ISO award is not exercisable more than five years after its date of grant. In addition, Options designated as ISOs will not be eligible for treatment under the Internal Revenue Code as ISOs to the extent that either (i) the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such ISOs are exercisable for the first time by the participant during any calendar year (under all plans of A&F and its subsidiaries) exceeds $100,000 or (ii) such ISOs otherwise remain exercisable but are not exercised within three months of termination of employment (or such other period of time provided in Section 422 of the Internal Revenue Code).
Exercise of Options and SARs . The Compensation Committee has the discretion to determine the method or methods by which an Option or SAR may be exercised. Upon the exercise of an SAR, a participant is entitled to receive shares of Common Stock having an aggregate fair market value equal to (i) the excess of (a) the fair market value of one share of Common Stock as of the date of exercise (or, in the case of a Limited SAR, the fair market value
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determined by reference to the change of control price stipulated by the related award agreement), over (b) the exercise price of the shares of Common Stock covered by the SAR, multiplied by (ii) the number of shares of Common Stock covered by the SAR, or the portion thereof being exercised. Any fractional shares resulting from the exercise of an SAR will be paid in cash.
Expiration of Options and SARs . Options and SARs will expire at such time as the Compensation Committee determines; provided, however, that no Option or SAR may be exercised more than ten years from the date of grant, except in the case of an ISO held by a 10% Shareholder, in which case such ISO may not be exercised more than five years from the date of grant.
Restricted Stock and Restricted Stock Units . The Compensation Committee has the discretion to grant both Restricted Stock and Restricted Stock Units to participants. The grant, issuance, retention, vesting and/or settlement of Restricted Stock and Restricted Stock Units will occur at such times and in such installments as determined by the Compensation Committee or under criteria established by the Compensation Committee. The Compensation Committee will have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Restricted Stock and Restricted Stock Units subject to continued employment, passage of time and/or such performance conditions as deemed appropriate by the Compensation Committee; provided that the grant, issuance, retention, vesting and/or settlement of an award of Restricted Stock or Restricted Stock Units that is based in whole or in part on performance conditions will be subject to a performance period of not less than one year, and any award based solely on continued employment or the passage of time will vest over a period of not less than three years from the date the award is made (but such vesting may occur ratably over the three-year period). These minimum vesting conditions need not apply (i) if the participant dies, becomes disabled, retires (within the meaning of the 2005 Plan) or terminates employment in connection with a change of control of A&F, and (ii) with respect to up to an aggregate of 5% of the shares of Common Stock authorized under the 2005 Plan, which can be granted as Restricted Stock or Restricted Stock Units without regard to such minimum vesting requirements.
Holders of Restricted Stock have all the rights of a stockholder of A&F, such as the right to vote the underlying shares of Common Stock or receive dividends and other distributions, except to the extent restricted by the terms of the 2005 Plan or any award document relating to the Restricted Stock and subject to any mandatory reinvestment or other requirement imposed by the Compensation Committee. Holders of Restricted Stock Units will not have any such stockholder rights until shares of Common Stock have been issued to them upon vesting, although that the Compensation Committee may provide for dividend equivalent rights.
Deferred Stock Awards . Non-employee directors may voluntarily defer all or a part of their retainers, meeting fees and Common Stock-based awards under the provisions of the Directors’ Deferred Compensation Plan, or any successor plan providing for deferral of compensation by non-employee directors. The dollar value of such deferrals is credited to a notional account in the form of Deferred Stock Awards. The deferred account balances will be settled in shares of Common Stock issued under the 2005 Plan, based on each non-employee director’s election.
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Performance-Based Compensation . If the Compensation Committee specifies that any grant of Restricted Stock or Restricted Stock Units is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, the grant, issuance, vesting, and/or settlement of such award will be contingent upon the achievement of a pre-established performance goal in accordance with provisions of Section 162(m) and the related regulations, as more fully described below. Achievement of performance goals will be measured over a performance period of one year or more, as specified by the Compensation Committee. A performance goal will be established not later than the earlier of (i) 90 days after the beginning of any performance period applicable to the performance-based award or (ii) the time 25% of such performance period has elapsed.
Settlement of performance-based awards will be in cash or Common Stock, in the Compensation Committee’s discretion. The Compensation Committee may, in its discretion, reduce the amount of a settlement otherwise to be made. Any settlement which changes the form of payment from that originally specified will be implemented in a manner such that the award and other related awards do not thereby fail to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. The Compensation Committee will specify the circumstances in which performance-based awards will be paid or forfeited in the event of the participant’s death, disability or retirement, in connection with a change of control of A&F or, subject to the one-year performance requirement described above in the discussion of Restricted Stock and Restricted Stock Units, in connection with any other termination of employment prior to the end of a performance period or settlement of such awards.
If at any time after the date a participant has been granted or becomes vested in an award pursuant to the achievement of a performance goal, the Compensation Committee determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and that the goal had not in fact been achieved, or had been achieved to a lesser extent than originally determined and a portion of an award would not have been granted, vested or paid, given the correct data, then (i) such portion of the award that was granted will be forfeited and any related shares (or, if such shares were disposed of, the cash equivalent) will be returned to A&F as provided by the Compensation Committee, (ii) such portion of the award that became vested will be deemed to be not vested and any related shares (or if such shares were disposed of, the cash equivalent) will be returned to A&F as provided by the Compensation Committee, and (iii) such portion of the award paid to the participant will be paid by the participant to A&F upon notice from A&F as provided by the Compensation Committee.
For purposes of the 2005 Plan, a “performance goal” will mean any one or more of the following business criteria, either individually, alternatively or in any combination, applied to either A&F as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Compensation Committee:
| • | Gross sales, net sales or comparable store sales; | |||
| • | Gross margin, cost of goods sold, mark-ups or mark-downs; | |||
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| • | 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 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; employee satisfaction; acquisitions or divestitures of subsidiaries, affiliates or joint ventures. | |||
Change of Control . Unless A&F’s Board of Directors or the Compensation Committee provides otherwise prior to a change of control, in the event of a change of control of A&F, the following provisions will apply to outstanding awards. In the case of an award that is not a performance-based award, in the event that (i) the acquiring or surviving entity assumes and maintains the award, but terminates the participant without cause within three months prior to or eighteen months after such change of control, or (ii) the acquiring or surviving entity does not assume and maintain such award, Options and SARs will vest immediately and be exercisable for two years (or such longer post-termination exercisability term as may be specified in the Option or SAR) following the date of termination of employment, subject to the stated term of the award, and Restricted Stock and Restricted Stock Units will vest immediately and be settled in full.
In the case of performance-based awards, if 50% or more of the related performance period has elapsed as of the date of the change of control, the participant will be entitled to a pro-rated portion of the award based on performance through a date occurring within three months prior to the date of the change of control, as determined by the Compensation Committee prior to the change of control. If less than 50% of the related performance period has elapsed as of the date of the change of control, the participant will be entitled to a pro-rated portion of the target amount of the award. In no event will payment be accelerated to a date that is earlier than the earliest date as of which distribution from the 2005 Plan would be permitted by Section 409A of the Internal Revenue Code without triggering the application of the additional tax described in Section 409A(a)(1)(B) of the Internal Revenue Code.
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A “change of control” means, unless otherwise specified by the Compensation Committee in an award agreement, an occurrence of a nature that would be required to be reported by A&F in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act and will be deemed to have occurred as of the first day that any of the following conditions are met: (i) securities representing 20% or more of the combined voting power of A&F’s then outstanding securities are acquired by a person deemed an “Acquiring Person” under the Rights Agreement dated as of July 16, 1998, as amended, between A&F and National City Bank, as successor Rights Agent, (ii) A&F merges or consolidates with another company, unless the voting securities of A&F immediately prior to the merger or consolidation continue to represent 80% or more of the combined voting power of A&F or the surviving entity, (iii) more than 50% of A&F’s assets or earning power on a consolidated basis is sold, exchanged, leased, mortgaged, pledged, transferred, or otherwise disposed of, (iv) A&F is completely liquidated or dissolved, (v) any reorganization, reverse stock split or recapitalization occurs that would result in a change of control (as defined), or (vi) any transaction or series of related transactions occurs having, directly or indirectly, the same effect as any of the foregoing.
Certain Events of Forfeiture . Unless otherwise determined by the Compensation Committee, awards granted under the 2005 Plan to participants, other than non-employee directors, are subject to forfeiture in the event of the participant’s breach of certain restrictive covenants. Specifically, in the event of such a breach, the unexercised portion of any Option (whether or not vested) and any other award not yet settled will be immediately forfeited, and the participant will be required to repay to A&F, in cash, any award gain (as defined below) realized by the participant upon exercise of Options or settlement of awards that occurred on or after (i) the date that is six months prior to the date the employee breached the restrictive covenant, if the breach occurred while the employee was still employed by A&F or a subsidiary or affiliate of A&F, and (ii) the date that is six months prior to the employee’s termination of employment. Such a breach will occur if, during the employee’s employment with A&F or a subsidiary or affiliate of A&F or during the one-year period following the employee’s termination of employment, the employee (i) competes with A&F or a subsidiary or affiliate of A&F, induces customers or suppliers to abandon their relationship with A&F or a subsidiary or affiliate of A&F, or induces other employees to terminate their employment with A&F or a subsidiary or affiliate of A&F, or (ii) discloses certain confidential or proprietary information of A&F or a subsidiary or affiliate of A&F, or (iii) fails to cooperate with A&F or a subsidiary or affiliate of A&F, including in connection with certain legal proceedings and actions. “Award gain” is defined for this purpose as (i) in the case of an Option, the spread between the fair market value of the underlying Common Stock on the exercise date and the exercise price, multiplied by the number of shares as to which the Option was exercised on that date, and (ii) in all other cases, the fair market value of the Common Stock or cash payable under the award, less certain consideration paid by the participant to settle the award.
Nontransferability of Awards . No award or other right or interest of a participant under the 2005 Plan may be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such participant to any party (other than A&F or a subsidiary or affiliate of A&F), or assigned or transferred by such participant otherwise than by will or the laws of descent and distribution or to a beneficiary upon the death of a participant, and such awards or rights that may be exercisable are to be exercised during the lifetime of the participant only by the participant or his or her guardian or legal representative, except that awards and other rights (other
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than ISOs and SARs in tandem therewith) may be transferred to one or more transferees during the lifetime of a participant and may be exercised by such transferees in accordance with the terms of such award, but only if and to the extent such transfers are permitted by the Compensation Committee, subject to any terms and conditions which the Compensation Committee may impose thereon.
Tax Withholding and Tax Offset Payments . The Compensation Committee is authorized to withhold from awards and related payments (including Common Stock distributions) amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an award by withholding Common Stock or other property, requiring a participant to remit to A&F an amount in cash or other property (including Common Stock) to satisfy such withholding requirements or by taking certain other actions. A&F can delay the delivery to a participant of Common Stock under any award to allow A&F to determine the amount of withholding to be collected and to collect and process such withholding.
Term of 2005 Plan . Unless earlier terminated by the Board of Directors of A&F, the authority of the Compensation Committee to make grants under the Plan will terminate on the date that is ten years after the latest date upon which stockholders of A&F have approved the 2005 Plan.
Amendment and Termination . The Board of Directors of A&F may suspend, amend or terminate the 2005 Plan; provided, however, that A&F’s stockholders will be required to approve any amendment (i) to the extent required by law or NYSE rules, (ii) that would materially increase the aggregate number of shares of Common Stock issuable under the 2005 Plan, (iii) that would alter the 2005 Plan’s provisions restricting A&F’s ability to grant Options or SARs with an exercise price that is not less than the fair market value of the underlying Common Stock, or (iv) in connection with any action to amend or replace previously granted Options or SARs in a transaction that constitutes a “repricing” as such term is used in Section 303A.08 of the NYSE Listed Company Manual.
Awards granted prior to a termination of the 2005 Plan will continue in accordance with their terms following such termination. No amendment, suspension or termination of the 2005 Plan will adversely affect the rights of a participant in awards previously granted without such participant’s consent.
For additional information about the 2005 Plan, please refer to “ PROPOSAL TO APPROVE ADOPTION OF THE ABERCROMBIE & FITCH CO. 2005 LONG-TERM INCENTIVE PLAN ” on pages 36 through 43 of A&F’s Proxy Statement for the 2005 Annual Meeting, as filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2005, which is incorporated herein by reference.
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Election of Daniel J. Brestle to Board of Directors
At the annual meeting of A&F’s Board of Directors held on June 15, 2005 (the “Board Annual
Meeting”), the Board of Directors elected Daniel J. Brestle as a director of A&F. Mr. Brestle had
been identified as a director candidate by the independent search firm of Heidrick & Struggles,
which firm A&F had retained to assist A&F in searching for qualified and independent Board members.
At the Board Annual Meeting, as permitted by A&F’s Amended and Restated Bylaws, the A&F Board
increased the number of directors from ten to eleven, and Mr. Brestle was elected to fill the
vacancy created by the increase, in each case upon the unanimous recommendation of the Nominating
and Board Governance Committee. In accordance with the provisions of A&F’s Amended and Restated
Certificate of Incorporation, Mr. Brestle joins A&F’s class of directors whose terms of office will
expire at the 2007 Annual Meeting of Stockholders.
Mr. Brestle currently serves as the Chief Operating Officer for The Estee Lauder Companies
Inc. The A&F Board of Directors determined that Mr. Brestle has no relationship with A&F, either
directly or indirectly, including, without limitation, any commercial, industrial, banking,
consulting, legal, accounting, charitable or familial relationship, that would be inconsistent with
a determination of independence under the applicable sections of the NYSE Listed Company Manual or
the applicable rules and regulations of the SEC, including Rule 16b-3 under the Exchange Act. The
A&F Board of Directors also determined that Mr. Brestle qualifies as an “outside director” for
purposes of Section 162(m) of the Internal Revenue Code.
Mr. Brestle’s nomination did not appear in A&F’s proxy materials for the 2005 Annual Meeting
because of his very recent identification to A&F by Heidrick & Struggles. Mr. Brestle was first
introduced personally to A&F after it had mailed its proxy materials to its stockholders on May 12,
2005. A&F then accelerated its evaluation process in order to fully consider his qualifications
and experience, in order to present his candidacy as a director at the earliest practicable time.
The Nominating and Board Governance Committee and the Board of Directors of A&F both concluded that
the strength of Mr. Brestle’s qualifications and his independence indicated that it would be in the
best interest of A&F for him to be elected to the Board of Directors at the earliest practicable
time, rather than waiting until the 2006 Annual Meeting of Stockholders to do so.
As discussed below in “Item 8.01. Other Events,” at the Board Annual Meeting, the A&F Board
of Directors appointed Mr. Brestle to serve as a member of the Compensation Committee.
On June 15, 2005, A&F issued a news release announcing the election of Mr. Brestle as a
director. The news release is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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Table of Contents
Item 8.01. Other Events
.
Election of Directors at 2005 Annual Meeting and Continuing Directors
At the 2005 Annual Meeting, each of Russell M. Gertmenian, Archie M. Griffin and Allan A.
Tuttle was elected by the A&F stockholders as a director of A&F to serve for a three-year term
expiring at the Annual Meeting of Stockholders in 2008.
The directors of A&F whose terms of office continue until the 2006 Annual Meeting of
Stockholders are: James B. Bachmann; Lauren J. Brisky; Michael S. Jeffries; and John W. Kessler.
The directors of A&F whose terms of office continue until the 2007 Annual Meeting of
Stockholders are: Daniel J. Brestle (following his election at the Board Annual Meeting); John A.
Golden; Edward F. Limato; and Robert S. Singer.
Ratification by Stockholders of Appointment of PricewaterhouseCoopers LLP
At the 2005 Annual Meeting, the stockholders of A&F ratified the appointment of
PricewaterhouseCoopers LLP as A&F’s registered public accounting firm for the fiscal year ending
January 28, 2006.
Appointment of Committee Members
At the Annual Board Meeting, upon the recommendation of the Nominating and Board Governance
Committee, the A&F Board made the following appointments of members to serve on the committees of
the Board:
The A&F Board of Directors also created a special committee which will report to the Board of
Directors and, among other things, will conduct a full review of its corporate governance practices
and procedures. The special committee members will be Lauren J. Brisky (Chair); James B. Bachmann;
and Allan A. Tuttle.
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•
Executive Committee — Michael S. Jeffries (Chair); Russell M. Gertmenian; and John
A. Golden
•
Audit Committee — James B. Bachmann (Chair); Lauren J. Brisky; John A. Golden; and
Allan A. Tuttle.
•
Compensation Committee — Edward F. Limato (Chair); Daniel J. Brestle; and John W.
Kessler
•
Nominating and Board Governance Committee — John A. Golden (Chair); Archie M.
Griffin; and John W. Kessler
Table of Contents
Item 9.01. Financial Statements and Exhibits
.
(c)
Exhibits
:
The following exhibits are filed with this Current Report on Form 8-K:
[Remainder of page intentionally left blank; signature on following page.]
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Exhibit No.
Description
Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan
News Release issued by Abercrombie & Fitch Co. on June 15, 2005
Table of Contents
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.
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ABERCROMBIE & FITCH CO.
Dated: June 17, 2005
By:
/s/ Robert S. Singer
Robert S. Singer
President and Chief Operating
Officer
Table of Contents
Exhibit 10.1
| Page | ||||||||
| 1. | Purpose | 1 | ||||||
| 2. | Definitions | 1 | ||||||
| 3. | Administration | 2 | ||||||
| 4. | Stock Subject to Plan | 4 | ||||||
| 5. | Eligibility; Per-Person Award Limitations | 4 | ||||||
| 6. | Specific Terms of Awards | 5 | ||||||
| 7. | Performance-Based Compensation | 9 | ||||||
| 8. | Certain Provisions Applicable to Awards | 10 | ||||||
| 9. | Change of Control | 11 | ||||||
| 10. | Additional Award Forfeiture Provisions | 13 | ||||||
| 11. | General Provisions | 14 | ||||||
-i-
| (a) “ Annual Limit ” shall have the meaning specified in Section 5(b). | |
| (b) “ Award ” means any Option, SAR, Restricted Stock, Restricted Stock Unit, or Deferred Stock Award together with any related right or interest, granted to a Participant under the Plan. | |
| (c) “ Beneficiary ” means the legal representatives of the Participant’s estate entitled by will or the laws of descent and distribution to receive the benefits under a Participant’s Award upon a Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant may be permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be the person, persons, trust or trusts (if any are then surviving) which have been designated by the Participant in his or her most recent written and duly filed beneficiary designation to receive the benefits specified under the Participant’s Award upon such Participant’s death. | |
| (d) “ Board ” means the Company’s Board of Directors. | |
| (e) “ Change of Control ” has the meanings specified in Section 9. | |
| (f) “ Code ” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation thereunder shall include any successor provisions and regulations, and reference to regulations includes any applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service. | |
| (g) “ Committee ” means the Compensation Committee of the Board, the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and subject to Section 303A.05 of the Listed Company Manual of the New York Stock Exchange, and other corporate governance documents of the Company. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee Charter or the Plan. The full Board may perform any function of the Committee hereunder except to the extent limited under Section 303A.05 of the Listed Company Manual, in which case the term “Committee” shall refer to the Board. | |
| (h) “ Covered Employee ” means an Eligible Person who is a Covered Employee as specified in Section 11(j). | |
| (i) “ Deferred Stock Award ” means a right, granted to non-employee directors under the Plan, to receive Stock in accordance with the terms and conditions of the 1998 Directors’ Deferred |
| Compensation Plan, as amended in 2003, or any successor plan providing for the deferral of compensation by non-employee directors. | |
| (j) “ Effective Date ” means the effective date specified in Section 11(q). | |
| (k) “ Eligible Person ” has the meaning specified in Section 5, provided that Michael S. Jeffries is specifically excluded from participating in Awards made pursuant to the Plan. | |
| (l) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule (including a proposed rule) thereunder shall include any successor provisions and rules. | |
| (m) “ Fair Market Value ” means the fair market value of Stock, Awards or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the opening price per share of Stock reported on a consolidated basis for securities listed on the principal stock exchange or market on which Stock is traded on the day as of which such value is being determined or, if there is no opening price on that day, then the closing price on the last previous day on which a closing price was reported. | |
| (n) “ Incentive Stock Option ” or “ ISO ” means any Option designated as an incentive stock option within the meaning of Code Section 422 and qualifying thereunder. | |
| (o) “ Option ” means a right, granted under the Plan, to purchase Stock. | |
| (p) “ Participant ” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person. | |
| (q) “ Restricted Stock ” means Stock granted under the Plan which is subject to certain restrictions and to a risk of forfeiture. | |
| (r) “ Restricted Stock Unit ” or “ RSU ” means a right, granted under the Plan, to receive Stock, cash or other Awards or a combination thereof at the end of a specified deferral period. | |
| (s) “ Retirement ” means, unless otherwise stated by the Committee (or the Board) in an applicable Award agreement, Participant’s voluntary termination of employment (with the approval of the Board) after achieving 65 years of age. | |
| (t) “ Rule 16b-3 ” means Rule 16b-3, as from time to time in effect and applicable to Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. | |
| (u) “ Stock ” means the Company’s Common Stock, par value $0.01 per share, and any other equity securities of the Company or other issuer that may be substituted or resubstituted for Stock pursuant to Section 11(c). | |
| (v) “ Stock Appreciation Rights ” or “ SAR ” means a right granted to a Participant under Section 6(c). |
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| (i) Exercise Price. The exercise price per share of Stock purchasable under an Option (including both ISOs and non-qualified Options) shall be determined by the Committee, provided that, notwithstanding anything contained herein to the contrary such exercise price shall be (A) fixed as of the grant date, and (B) not less than the Fair Market Value of a share of Stock on the grant date. Notwithstanding the foregoing, any substitute award granted in assumption of or in substitution for an outstanding award granted by a company or business acquired by the Company or a subsidiary or affiliate, or with which the Company or a subsidiary or affiliate combines, may be granted with an exercise price per share of Stock other than as required above. | |
| (ii) No Repricing. Without the approval of stockholders, the Committee will not amend or replace previously granted Options in a transaction that constitutes a “repricing,” as such term is used in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange. | |
| (iii) Option Term; Time and Method of Exercise. The Committee shall determine the term of each Option, provided that in no event shall the term of any Option exceed a period of ten years from the date of grant. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part, provided that, notwithstanding anything contained herein to the contrary, the sole and exclusive basis for determining both the vesting and exercisability of an option will be the passage of a specific period of time or the occurrence or non-occurrence of certain specific non-performance related events (e.g. death, disability, termination of employment and Change of Control). In addition, the Committee shall determine the methods by which such exercise price may be paid or deemed to be paid and the form of such payment (subject to Sections 11(k) and 11(l)), including, without limitation, cash, Stock (including by withholding Stock |
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| deliverable upon exercise), other Awards or awards granted under other plans of the Company or any subsidiary or affiliate, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be delivered or deemed to be delivered in satisfaction of Options to Participants. | |
| (iv) ISOs. Notwithstanding anything to the contrary in this Section 6, in the case of the grant of an Option intending to qualify as an ISO: (i) if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Shareholder”), the purchase price of such Option must be at least 110 percent of the fair market value of the Common Stock on the date of grant and the Option must expire within a period of not more than five (5) years from the date of grant, and (ii) termination of employment will occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its subsidiaries. Notwithstanding anything in this Section 6 to the contrary, Options designated as ISOs shall not be eligible for treatment under the Code as ISOs to the extent that either (iii) the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, and (iv) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code). |
| (i) Right to Payment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, shares of Stock having a value equal to the excess of (A) the Fair Market Value of one share of Stock on the date of exercise (or, in the case of a “Limited SAR,” the Fair Market Value determined by reference to the Change of Control Price, as defined under the applicable award agreement) over (B) the exercise or settlement price of the SAR as determined by the Committee. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of other Awards granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may, but need not, relate to a specific Option granted under Section 6(b). The per share price for exercise or settlement of SARs (including both tandem SARs and freestanding SARs) shall be determined by the Committee, but in the case of SARs that are granted in tandem to an Option shall not be less than the exercise price of the Option and in the case of freestanding SARs shall be (A) fixed as of the grant date, and (B) not less than the Fair Market Value of a share of Stock on the grant date. | |
| (ii) No Repricing. Without the approval of stockholders, the Committee will not amend or replace previously granted SARs in a transaction that constitutes a “repricing,” as such term is used in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange. | |
| (iii) Other Terms. The Committee shall determine the term of each SAR, provided that in no event shall the term of an SAR exceed a period of ten years from the date of grant. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on future service requirements), the method of exercise, method of settlement, method by or forms in which Stock will |
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| be delivered or deemed to be delivered to Participants, and whether or not a SAR shall be free-standing or in tandem or combination with any other Award. Limited SARs that may only be exercised in connection with a Change of Control or termination of service following a Change of Control as specified by the Committee may be granted on such terms, not inconsistent with this Section 6(c), as the Committee may determine. The Committee may require that an outstanding Option be exchanged for an SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option, so long as such exchange will not result in additional accounting expense to the Company. |
| (i) Grant and Restrictions. Subject to Section 6(d)(ii), Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance conditions and/or future service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award document relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). Upon any forfeiture of Restricted Stock a Participant shall cease to have any rights of a stockholder and shall return any certificates representing such Restricted Stock to the Company. | |
| (ii) Limitation on Vesting. The grant, issuance, retention, vesting and/or settlement of Restricted Stock shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. Subject to Section 10, the Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Restricted Stock subject to continued employment, passage of time and/or such performance conditions as deemed appropriate by the Committee; provided that the grant, issuance, retention, vesting and/or settlement of a Restricted Stock Award that is based in whole or in part on performance conditions and/or the level of achievement versus such performance conditions shall be subject to a performance period of not less than one year, and any Award based solely upon continued employment or the passage of time shall vest over a period not less than three years from the date the Award is made, provided that such vesting may occur ratably over the three-year period. The foregoing minimum vesting conditions need not apply (A) in the case of the death, disability or Retirement of the Participant or termination in connection with a Change of Control, and (B) with respect to up to an aggregate of 5% of the shares of Stock authorized under the Plan, which may be granted (or regranted upon forfeiture) as Restricted Stock or RSUs without regard to such minimum vesting requirements. | |
| (iii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. |
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| (iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any dividends paid on a share of Restricted Stock shall be either (A) paid with respect to such Restricted Stock at the dividend payment date in cash, in kind, or in a number of shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B) automatically reinvested in additional Restricted Stock or held in kind, which shall be subject to the same terms as applied to the original Restricted Stock to which it relates. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. |
| (i) Award and Restrictions. Subject to Section 6(e)(ii), RSUs shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance conditions and/or future service requirements), in such installments or otherwise and under such other circumstances as the Committee may determine at the date of grant or thereafter. A Participant granted RSUs shall not have any of the rights of a stockholder, including the right to vote, until Stock shall have been issued in the Participant’s name pursuant to the RSUs, except that the Committee may provide for dividend equivalents pursuant to Section 6(e)(iii) below). | |
| (ii) Limitation on Vesting. The grant, issuance, retention, vesting and/or settlement of RSUs shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. Subject to Section 10, the Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of RSUs subject to continued employment, passage of time and/or such performance conditions as deemed appropriate by the Committee; provided that the grant, issuance, retention, vesting and/or settlement of an RSU that is based in whole or in part on performance conditions and/or the level of achievement versus such performance conditions shall be subject to a performance period of not less than one year, and any Award based solely upon continued employment or the passage of time shall vest over a period not less than three years from the date the Award is made, provided that such vesting may occur ratably over the three-year period. The foregoing minimum vesting conditions need not apply (A) in the case of the death, disability or Retirement of the Participant or termination in connection with a Change of Control, and (B) with respect to up to an aggregate of 5% of the shares of Stock authorized under the Plan, which may be granted (or regranted upon forfeiture) as Restricted Stock or RSUs without regard to such minimum vesting requirements. | |
| (iii) Dividend Equivalents. Unless otherwise determined by the Committee, dividend equivalents on the specified number of shares of Stock covered by an Award of RSUs shall be either (A) paid with respect to such RSUs at the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such RSUs, either as a cash deferral or with the amount or value thereof automatically deemed reinvested in additional RSUs, other Awards or other investment vehicles having a Fair Market Value equal to the amount of such dividends, as the Committee shall determine or permit a Participant to elect. |
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| (1) gross sales, net sales, or comparable store sales; | |
| (2) gross margin, cost of goods sold, mark-ups or mark-downs; | |
| (3) selling, general and administrative expenses; | |
| (4) operating income, earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; | |
| (5) net income or net income per common share (basic or diluted); | |
| (6) inventory turnover or inventory shrinkage; | |
| (7) return on assets, return on investment, return on capital, or return on equity; | |
| (8) cash flow, free cash flow, cash flow return on investment, or net cash provided by operations; | |
| (9) economic profit or economic value created; | |
| (10) stock price or total stockholder return; and |
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| (11) market penetration, geographic expansion or new concept development; customer satisfaction; staffing; diversity; training and development; succession planning; employee satisfaction; acquisitions or divestitures of subsidiaries, affiliates or joint ventures. |
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| (i) in the case of an Option or SAR, the Participant shall have the ability to exercise such Option or SAR, including any portion of the Option or SAR not previously exercisable, until the earlier of the expiration of the Option or SAR under its original term and a date that is two years (or such longer post-termination exercisability term as may be specified in the Option or SAR) following such date of termination of employment; and | |
| (ii) in the case of Restricted Stock or RSUs, the Award shall become fully vested and shall be settled in full. The Committee may also, through the terms of an Award or otherwise, provide for an absolute or conditional exercise, payment or lapse of conditions or restrictions on an Award which shall only be effective if, upon the announcement of a transaction intended to result in a Change of Control, no provision is made in such transaction for the assumption and continuation of outstanding Awards. |
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| (i) any person is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities and such person would be deemed an “Acquiring Person” for purposes of the Rights Agreement dated as of July 16, 1998, as amended, between the Company and National City Bank, as successor Rights Agent (the “Rights Agreement”); or | |
| (ii) any of the following occur: (A) any merger or consolidation of the Company, other than a merger or consolidation in which the voting securities of the Company immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) 80% or more of the combined voting power of the Company or surviving entity immediately after the merger or consolidation with another entity; (B) any sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single transaction or a series of related transactions) of assets or earning power aggregating more than 50% of the assets or earning power of the Company on a consolidated basis; (C) any complete liquidation or dissolution of the Company; (D) any reorganization, reverse stock split or recapitalization of the Company that would result in a Change of Control as otherwise defined herein; or (E) any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing. |
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| (i) The unexercised portion of each Option held by the Participant, whether or not vested, and any other Award not then settled will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and | |
| (ii) The Participant will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by the Participant upon each exercise of an Option or settlement of an Award that occurred on or after (A) the date that is six months prior to the occurrence of the Forfeiture Event, if the Forfeiture Event occurred while the Participant was employed by the Company or a subsidiary or affiliate, or (B) the date that is six months prior to the date the Participant’s employment by the Company or a subsidiary or affiliate terminated, if the Forfeiture Event occurred after the Participant ceased to be so employed. For purposes of this Section, the term “Award Gain” shall mean (i), in respect of a given Option exercise, the product of (X) the Fair Market Value per share of Stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the Option was exercised at that date, and (ii), in respect of any other settlement of an Award granted to the Participant, the Fair Market Value of the cash or Stock paid or payable to Participant (regardless of any elective deferral) less any cash or the Fair Market Value of any Stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by the Participant to the Company as a condition of or in connection such settlement. |
| (i) Participant, acting alone or with others, directly or indirectly, (A) engages, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless Participant’s interest is insubstantial, in any business in an area or region in which the Company conducts business at the date the event occurs, which is directly in competition with a business then conducted by the Company or a subsidiary or affiliate; (B) induces any customer or supplier of the Company or a subsidiary or affiliate, with which the Company or a subsidiary or affiliate has a business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the Company or any subsidiary or affiliate; or (C) induces, or attempts to influence, any employee of or service provider to the Company or a subsidiary or affiliate to terminate such employment or service. The Committee shall, in its discretion, determine which lines of business the Company conducts on any particular date and which third parties may reasonably be deemed to be in competition with the Company. For purposes of this Section 10(b)(i), a Participant’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and a Participant’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as |
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| determined by the Committee in its discretion, of less than five percent of the outstanding equity of the entity; | |
| (ii) Participant discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the Company or any subsidiary or affiliate, any confidential or proprietary information of the Company or any subsidiary or affiliate, including but not limited to information regarding the Company’s current and potential customers, organization, employees, finances, and methods of operations and investments, so long as such information has not otherwise been disclosed to the public or is not otherwise in the public domain (other than by Participant’s breach of this provision), except as required by law or pursuant to legal process, or Participant makes statements or representations, or otherwise communicates, directly or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be damaging to the Company or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process; or | |
| (iii) Participant fails to cooperate with the Company or any subsidiary or affiliate in any way, including, without limitation, by making himself or herself available to testify on behalf of the Company or such subsidiary or affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails to assist the Company or any subsidiary or affiliate in any way, including, without limitation, in connection with any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the Company or such subsidiary or affiliate, as reasonably requested. |
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| (i) Withholding. The Company and any subsidiary or affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction or event involving an Award, or to require a Participant to remit to the Company an amount in cash or other property (including Stock) to satisfy such withholding before taking any action with respect to an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s withholding obligations, either on a mandatory or elective basis in the discretion of the Committee, or in satisfaction of other tax obligations. The Company can delay the delivery to a Participant of Stock under any Award to the extent necessary to allow the Company to determine the amount of withholding to be collected and to collect and process such withholding. | |
| (ii) Required Consent to and Notification of Code Section 83(b) Election. No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision of the laws of a jurisdiction outside the United States may be made unless expressly permitted by the terms of the Award document or by action of the Committee in writing prior to the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provision. | |
| (iii) Requirement of Notification Upon Disqualifying Disposition Under Code Section 421(b). If any Participant shall make any disposition of shares of Stock delivered pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (i.e., a disqualifying disposition), such Participant shall notify the Company of such disposition within ten days thereof. |
| (i) if such stockholder approval is required by any federal or state law or regulation or the rules of the New York Stock Exchange or any other stock exchange or automated quotation system on which the Stock may then be listed or quoted; or |
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| (ii) if such amendment would materially increase the number of shares reserved for issuance and delivery under the Plan; or | |
| (iii) if such amendment would alter the provisions of the Plan restricting the Company’s ability to grant Options or SARs with an exercise price that is not less than the Fair Market Value of Stock; or | |
| (iv) in connection with any action to amend or replace previously granted Options or SARs in a transaction that constitutes a “repricing,” as such term is used in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange. |
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Exhibit 99.1
ABERCROMBIE & FITCH ANNOUNCES THE ELECTION OF DANIEL J. BRESTLE
TO BOARD OF DIRECTORS
NEW ALBANY, Ohio, June 15, 2005: Abercrombie & Fitch (NYSE:ANF) today announced the election of Daniel J. Brestle to the Company’s Board of Directors.
Mr. Brestle currently serves as the Chief Operating Officer for The Estee Lauder Companies, Inc. A veteran of the United States Air Force, Mr. Brestle joined Estee Lauder over 27 years ago, where he began his career as a Distribution and Plant Manager and, through a succession of promotions, became Group President in 2001 and Chief Operating Officer earlier this year.
“We are pleased to add another experienced and independent member to our Board of Directors,” said Mike Jeffries, Chairman and Chief Executive Officer of Abercrombie & Fitch. “Dan’s expertise with the global, prestigious Estee Lauder brands will be invaluable to our Board. His experience in the management of a publicly traded company also is important to us, as is his qualification as an independent Board member under NYSE Rules. We believe Dan is an excellent fit with us, and we are excited about his election to our Board.”
Mr. Brestle was elected as a director by the Company’s Board of Directors earlier today. At that meeting, the Board took action to expand its number from ten to eleven, and Mr. Brestle was elected to fill the vacancy created by that expansion. He joins the Company’s class of directors (John Golden, Edward Limato and Robert Singer) whose terms of office will expire at the 2007 annual meeting of stockholders.
Also earlier today at the Company’s annual stockholders meeting, Russell Gertmenian, Archie Griffin and Allan Tuttle were elected to the Board of Directors by the Company’s stockholders.
The Company operated 351 Abercrombie & Fitch stores, 167 abercrombie stores, 271 Hollister Co. stores and 5 RUEHL stores at the end of fiscal May. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com.
# # # #
Thomas D. Lennox
Director, Investor Relations and Corporate
Communications
(614) 283-6751
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release, A&F’s Form 10-K or made by management of A&F involve risks and uncertainties and are
subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1. BUSINESS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2005 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; and ability to hire, train and retain associates, and the outcome of pending litigation. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.