ABERCROMBIE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Approval of the Amendment and Restatement of the Abercrombie
Fitch Co. Short-Term Cash Incentive Compensation Performance Plan
Fitch Co. Short-Term Cash Incentive Compensation Performance Plan
At the 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting) of Abercrombie Fitch Co. (the Company) held on June 15,
2017, the stockholders of the Company approved the amendment and
restatement of the Abercrombie Fitch Co. Incentive Compensation
Performance Plan (the Short-Term Cash Incentive Plan).
Meeting) of Abercrombie Fitch Co. (the Company) held on June 15,
2017, the stockholders of the Company approved the amendment and
restatement of the Abercrombie Fitch Co. Incentive Compensation
Performance Plan (the Short-Term Cash Incentive Plan).
The Short-Term Cash Incentive Plan was submitted to stockholders
for re-approval solely to satisfy certain requirements under
Section 162(m) (Section 162(m)) of the Internal Revenue Code of
1986, as amended (the Internal Revenue Code), in order that
amounts payable under the Short-Term Cash Incentive Plan may be
treated as qualified performance-based compensation under Section
162(m). For purposes of clarity, the Short-Term Cash Incentive
Plan was renamed the Abercrombie Fitch Co. Short-Term Cash
Incentive Compensation Performance Plan as part of the amendment
and restatement.
for re-approval solely to satisfy certain requirements under
Section 162(m) (Section 162(m)) of the Internal Revenue Code of
1986, as amended (the Internal Revenue Code), in order that
amounts payable under the Short-Term Cash Incentive Plan may be
treated as qualified performance-based compensation under Section
162(m). For purposes of clarity, the Short-Term Cash Incentive
Plan was renamed the Abercrombie Fitch Co. Short-Term Cash
Incentive Compensation Performance Plan as part of the amendment
and restatement.
Administration
The ShortTerm Cash Incentive Plan is administered by the
Compensation and Organization Committee (the Compensation and
Organization Committee) of the Companys Board of Directors (the
Board). The Compensation and Organization Committee has the
authority to select participants in the ShortTerm Cash Incentive
Plan from among the Companys key associates and to determine the
performance goal(s), target amounts and other terms and
conditions of awards under the ShortTerm Cash Incentive Plan.
Compensation and Organization Committee (the Compensation and
Organization Committee) of the Companys Board of Directors (the
Board). The Compensation and Organization Committee has the
authority to select participants in the ShortTerm Cash Incentive
Plan from among the Companys key associates and to determine the
performance goal(s), target amounts and other terms and
conditions of awards under the ShortTerm Cash Incentive Plan.
Eligibility
The Companys associates with significant operating and financial
responsibility and who are likely to be covered employees (within
the meaning of Section 162(m)) for the relevant fiscal year, are
eligible to earn seasonal or annual cash incentive compensation
payments to be paid under the ShortTerm Cash Incentive Plan.
responsibility and who are likely to be covered employees (within
the meaning of Section 162(m)) for the relevant fiscal year, are
eligible to earn seasonal or annual cash incentive compensation
payments to be paid under the ShortTerm Cash Incentive Plan.
Terms of Awards
Awards under the ShortTerm Cash Incentive Plan will be payable
upon the achievement during each performance period (which may be
the Companys Spring and Fall selling seasons or the Companys full
fiscal year) of specified objectives. Annual incentive
compensation targets may be established for eligible associates
ranging from 5% to 150% of base salary. Associates may earn their
target incentive compensation if the pre-established performance
goal(s) is/are achieved. The amount of incentive compensation
paid to participating associates may range from zero to double
their targets, based upon the extent to which performance goal(s)
is/are achieved or exceeded.
upon the achievement during each performance period (which may be
the Companys Spring and Fall selling seasons or the Companys full
fiscal year) of specified objectives. Annual incentive
compensation targets may be established for eligible associates
ranging from 5% to 150% of base salary. Associates may earn their
target incentive compensation if the pre-established performance
goal(s) is/are achieved. The amount of incentive compensation
paid to participating associates may range from zero to double
their targets, based upon the extent to which performance goal(s)
is/are achieved or exceeded.
Maximum Amount of Compensation Payable Under the ShortTerm Cash
Incentive Plan
Incentive Plan
The maximum dollar amount payable to any participant for any
fiscal year of the Company under the ShortTerm Cash Incentive
Plan is $5,000,000.
fiscal year of the Company under the ShortTerm Cash Incentive
Plan is $5,000,000.
Objective Performance Goals
For each performance period, the Compensation and Organization
Committee will select one or more of the following measures as
the performance goal(s), either individually, alternatively or in
any combination, applied to either the Company 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 and Organization Committee:
Committee will select one or more of the following measures as
the performance goal(s), either individually, alternatively or in
any combination, applied to either the Company 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 and Organization Committee:
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gross sales, net sales, or comparable store sales;
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gross margin, cost of goods sold, mark-ups or mark-downs;
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selling, general and administrative expenses;
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operating income, earnings from operations, earnings
before or after taxes, or earnings before or after interest, depreciation, amortization, or extraordinary or special items; |
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net income or net income per common share (basic or
diluted); |
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inventory turnover or inventory shrinkage;
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return on assets, return on investment, return on
capital, or return on equity; |
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cash flow, free cash flow, cash flow return on
investment, or net cash provided by operations; |
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economic profit or economic value created;
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stock price or total stockholder return; and
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market penetration, geographic expansion or new concept
development; customer satisfaction; staffing; diversity; training and development; succession planning; employee satisfaction; or acquisitions or divestitures of subsidiaries, affiliates or joint ventures. |
These factors may be adjusted by the Compensation and
Organization Committee to eliminate the effects of charges for
restructurings, discontinued operations and all items of gain,
loss or expense determined to be unusual in nature and/or
infrequent in occurrence or related to the disposal of a
segment of a business, in each case as determined in accordance
with United States generally accepted accounting principles
(GAAP) or identified in the Companys financial statements or
notes to the financial statements. These performance goals may
(but need not) be based on an analysis of historical
performance and growth expectations for the Company, financial
results of other peer retail companies included in the Companys
compensation peer group and progress toward achieving the
Companys long-range strategic plan.
Organization Committee to eliminate the effects of charges for
restructurings, discontinued operations and all items of gain,
loss or expense determined to be unusual in nature and/or
infrequent in occurrence or related to the disposal of a
segment of a business, in each case as determined in accordance
with United States generally accepted accounting principles
(GAAP) or identified in the Companys financial statements or
notes to the financial statements. These performance goals may
(but need not) be based on an analysis of historical
performance and growth expectations for the Company, financial
results of other peer retail companies included in the Companys
compensation peer group and progress toward achieving the
Companys long-range strategic plan.
Clawback
If at any time after the date on which a ShortTerm Cash
Incentive Plan participant has received payments under the
ShortTerm Cash Incentive Plan to the achievement of a
performance goal, the Compensation and Organization Committee
determines that the earlier determination as to the achievement
of the performance goal was based on incorrect data and that in
fact the performance goal had not been achieved or had been
achieved to a lesser extent than originally determined and a
portion of such payment would not have been paid, given the
correct data, then such portion of any such payment made to the
ShortTerm Cash Incentive Plan participant must be repaid by
such participant to the Company upon notice from the Company as
provided by the Compensation and Organization Committee. The
Compensation and Organization Committee will have the sole
discretion to determine whether to enforce its clawback rights.
Incentive Plan participant has received payments under the
ShortTerm Cash Incentive Plan to the achievement of a
performance goal, the Compensation and Organization Committee
determines that the earlier determination as to the achievement
of the performance goal was based on incorrect data and that in
fact the performance goal had not been achieved or had been
achieved to a lesser extent than originally determined and a
portion of such payment would not have been paid, given the
correct data, then such portion of any such payment made to the
ShortTerm Cash Incentive Plan participant must be repaid by
such participant to the Company upon notice from the Company as
provided by the Compensation and Organization Committee. The
Compensation and Organization Committee will have the sole
discretion to determine whether to enforce its clawback rights.
Amendments and Termination
The Board may, from time to time, alter, amend, suspend or
terminate the ShortTerm Cash Incentive Plan as the Board deems
advisable, subject to any requirement for stockholder approval
imposed by applicable law, including Section 162(m). No
amendments to, or termination of, the ShortTerm Cash Incentive
Plan will in any way impair the rights of a participant under
any award previously granted without such participants consent.
terminate the ShortTerm Cash Incentive Plan as the Board deems
advisable, subject to any requirement for stockholder approval
imposed by applicable law, including Section 162(m). No
amendments to, or termination of, the ShortTerm Cash Incentive
Plan will in any way impair the rights of a participant under
any award previously granted without such participants consent.
A description of the material terms of the Short-Term Cash
Incentive Plan was included in the Companys Proxy Statement for
the 2017 Annual Meeting, under the caption PROPOSAL 4 –
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ABERCROMBIE
FITCH CO. SHORT-TERM CASH INCENTIVE COMPENSATION PERFORMANCE
PLAN, which description is incorporated herein by reference.
The foregoing description of the Short-Term Cash Incentive Plan
is qualified in its entirety by reference to the actual terms
of the Short-Term Cash Incentive Plan, which is included as
Exhibit 10.1 to this Current Report on Form 8K.
Incentive Plan was included in the Companys Proxy Statement for
the 2017 Annual Meeting, under the caption PROPOSAL 4 –
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ABERCROMBIE
FITCH CO. SHORT-TERM CASH INCENTIVE COMPENSATION PERFORMANCE
PLAN, which description is incorporated herein by reference.
The foregoing description of the Short-Term Cash Incentive Plan
is qualified in its entirety by reference to the actual terms
of the Short-Term Cash Incentive Plan, which is included as
Exhibit 10.1 to this Current Report on Form 8K.
Approval of the Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Performance Plan
Incentive Compensation Performance Plan
At the 2017 Annual Meeting, the stockholders of the Company
also approved the Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Performance Plan (the Long-Term Cash
Incentive Plan).
also approved the Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Performance Plan (the Long-Term Cash
Incentive Plan).
Administration
The>Long-Term Cash Incentive Plan will be administered by
the Compensation and Organization Committee. The Compensation
and Organization Committee will have the authority to select
participants in the Long-Term Cash Incentive Plan from among
the Companys key associates and to determine the performance
goals and other terms and conditions of awards under the
Long-Term Cash Incentive Plan. The Compensation and
Organization Committee will have full power and authority to:
(1) prescribe rules and regulations for the administration of
the Long-Term Cash Incentive Plan; (2) construe and interpret
the Long-Term Cash Incentive Plan and all related award
agreements; and (3) make all other determinations that the
Compensation and Organization Committee deems necessary or
advisable for the administration of the Long-Term Cash
Incentive Plan.
the Compensation and Organization Committee. The Compensation
and Organization Committee will have the authority to select
participants in the Long-Term Cash Incentive Plan from among
the Companys key associates and to determine the performance
goals and other terms and conditions of awards under the
Long-Term Cash Incentive Plan. The Compensation and
Organization Committee will have full power and authority to:
(1) prescribe rules and regulations for the administration of
the Long-Term Cash Incentive Plan; (2) construe and interpret
the Long-Term Cash Incentive Plan and all related award
agreements; and (3) make all other determinations that the
Compensation and Organization Committee deems necessary or
advisable for the administration of the Long-Term Cash
Incentive Plan.
The Long-Term Cash Incentive Plan specifies the conditions
under which the Compensation and Organization Committee may
act through subcommittees or delegate the administration of
the Long-Term Cash Incentive Plan to one or more officers or
associates of the Company.
under which the Compensation and Organization Committee may
act through subcommittees or delegate the administration of
the Long-Term Cash Incentive Plan to one or more officers or
associates of the Company.
Eligibility
The Companys associates as well as those of the subsidiaries
or affiliates of the Company with significant operating and
financial responsibility and who are likely to be covered
employees (within the meaning of Section 162(m)) at the time
of settlement of an award, are eligible to earn long-term
cash incentive compensation payments under the Long-Term Cash
Incentive Plan.
or affiliates of the Company with significant operating and
financial responsibility and who are likely to be covered
employees (within the meaning of Section 162(m)) at the time
of settlement of an award, are eligible to earn long-term
cash incentive compensation payments under the Long-Term Cash
Incentive Plan.
Terms of Awards
The Compensation and Organization Committee will determine
whether the grant, issuance, vesting and/or settlement of any
award (incentive opportunity) granted under the Long-Term
Cash Incentive Plan will be contingent upon the achievement
of pre-established performance goals satisfying the
requirements of Section 162(m) or subject to performance
conditions that are not intended to comply with Section
162(m). The performance period for any award granted under
the Long-Term Cash Incentive Plan will be determined by the
Compensation and Organization Committee but may not be less
than two years.
whether the grant, issuance, vesting and/or settlement of any
award (incentive opportunity) granted under the Long-Term
Cash Incentive Plan will be contingent upon the achievement
of pre-established performance goals satisfying the
requirements of Section 162(m) or subject to performance
conditions that are not intended to comply with Section
162(m). The performance period for any award granted under
the Long-Term Cash Incentive Plan will be determined by the
Compensation and Organization Committee but may not be less
than two years.
Maximum Incentive Opportunity Under the Long-Term Cash
Incentive Plan
Incentive Plan
The maximum incentive opportunity which may be awarded to any
participant for any fiscal year of the Company under the
Long-Term Cash Incentive Plan is $10,000,000, without regard
to whether the award is intended to comply with Section
162(m).
participant for any fiscal year of the Company under the
Long-Term Cash Incentive Plan is $10,000,000, without regard
to whether the award is intended to comply with Section
162(m).
Objective Performance Goals
For each performance period, the Compensation and
Organization Committee will select one or more of the
following measures as the performance goal(s) applied to
either the Company 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 and Organization Committee:
Organization Committee will select one or more of the
following measures as the performance goal(s) applied to
either the Company 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 and Organization Committee:
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gross sales, net sales, comparable store sales or
comparable sales; |
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gross margin, cost of goods sold, mark-ups or
mark-downs; |
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selling, general and administrative expenses;
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operating income, earnings from operations, earnings
before or after taxes, or earnings before or after interest, depreciation, amortization, or extraordinary or special items; |
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net income or net income per common share (basic or
diluted); |
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inventory turnover or inventory shrinkage;
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return on assets, return on investment, return on
capital, or return on equity; |
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cash flow, free cash flow, cash flow return on
investment, or net cash provided by operations; |
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economic profit or economic value created;
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stock price or total stockholder return; and
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market penetration, geographic expansion or new
concept development; customer satisfaction; staffing; diversity; training and development; succession planning; associate satisfaction; or acquisitions or divestitures of subsidiaries, affiliates or joint ventures. |
These factors may be adjusted by the Compensation and
Organization Committee to eliminate the effects of charges
for restructurings, discontinued operations and all items
of gain, loss or expense determined to be unusual in nature
and/or infrequent in occurrence or related to the disposal
of a segment of a business, in each case as determined in
accordance with GAAP or identified in the Companys
financial statements or notes to the financial statements.
These factors must have a minimum performance standard
below which no payments will be made, and a maximum
performance standard above which no additional payments
will be made. These performance goals may (but need not) be
based on an analysis of historical performance and growth
expectations for the Company, financial results of other
peer companies included in the Companys compensation peer
group and progress toward achieving the Companys long-range
strategic plan. These performance goals and determination
of results will be based entirely on objective measures.
Organization Committee to eliminate the effects of charges
for restructurings, discontinued operations and all items
of gain, loss or expense determined to be unusual in nature
and/or infrequent in occurrence or related to the disposal
of a segment of a business, in each case as determined in
accordance with GAAP or identified in the Companys
financial statements or notes to the financial statements.
These factors must have a minimum performance standard
below which no payments will be made, and a maximum
performance standard above which no additional payments
will be made. These performance goals may (but need not) be
based on an analysis of historical performance and growth
expectations for the Company, financial results of other
peer companies included in the Companys compensation peer
group and progress toward achieving the Companys long-range
strategic plan. These performance goals and determination
of results will be based entirely on objective measures.
For each performance-based award, the Compensation and
Organization Committee will establish in writing the
applicable performance goal(s), performance period and
formula for computing the performance-based award while the
outcome of the applicable performance goal(s) is
substantially uncertain, but in no event later than the
earlier of: (i) 90 days after the beginning of the
applicable performance period; or (ii) the expiration of
25% of the applicable performance period. After the end of
each performance period, the Compensation and Organization
Committee will certify in writing whether the performance
goal(s) and other material terms imposed on the
performance-based award have been satisfied. The
Compensation and Organization Committee has the authority
to exercise negative discretion and reduce (but not
increase) the amount of a performance-based award actually
paid to a participant.
Organization Committee will establish in writing the
applicable performance goal(s), performance period and
formula for computing the performance-based award while the
outcome of the applicable performance goal(s) is
substantially uncertain, but in no event later than the
earlier of: (i) 90 days after the beginning of the
applicable performance period; or (ii) the expiration of
25% of the applicable performance period. After the end of
each performance period, the Compensation and Organization
Committee will certify in writing whether the performance
goal(s) and other material terms imposed on the
performance-based award have been satisfied. The
Compensation and Organization Committee has the authority
to exercise negative discretion and reduce (but not
increase) the amount of a performance-based award actually
paid to a participant.
Settlement of Awards
Settlement of awards which have been earned will be paid in
cash no later than the 15th day of the third month
following the end of the applicable performance period. The
Compensation and Organization Committee will specify the
circumstances in which awards will be paid or forfeited in
the event of a participants death, disability or
retirement, in connection with a Change of Control or in
connection with any other termination of employment prior
to the end of a performance period or settlement of awards.
cash no later than the 15th day of the third month
following the end of the applicable performance period. The
Compensation and Organization Committee will specify the
circumstances in which awards will be paid or forfeited in
the event of a participants death, disability or
retirement, in connection with a Change of Control or in
connection with any other termination of employment prior
to the end of a performance period or settlement of awards.
Clawback
If at any time after the date on which a Long-Term Cash
Incentive Plan participant has been granted or becomes
vested in an award to the achievement of a performance
goal, the Compensation and Organization Committee
determines that the earlier determination as to the
achievement of the performance goal was based on incorrect
data and that in fact the performance goal had not been
achieved or had been achieved to a lesser extent than
originally determined and a portion of such 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, (ii) such portion of the award that became
vested will be deemed to not be vested and the cash paid to
the Long-Term Cash Incentive Plan participant must be
returned to the Company as provided by the Compensation and
Organization Committee, and (iii) such portion of the award
paid to the Long-Term Cash Incentive Plan participant must
be repaid by the participant to the Company upon notice
from the Company as provided by the Compensation and
Organization Committee.
Incentive Plan participant has been granted or becomes
vested in an award to the achievement of a performance
goal, the Compensation and Organization Committee
determines that the earlier determination as to the
achievement of the performance goal was based on incorrect
data and that in fact the performance goal had not been
achieved or had been achieved to a lesser extent than
originally determined and a portion of such 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, (ii) such portion of the award that became
vested will be deemed to not be vested and the cash paid to
the Long-Term Cash Incentive Plan participant must be
returned to the Company as provided by the Compensation and
Organization Committee, and (iii) such portion of the award
paid to the Long-Term Cash Incentive Plan participant must
be repaid by the participant to the Company upon notice
from the Company as provided by the Compensation and
Organization Committee.
Additional Forfeiture Provisions
Unless otherwise determined by the Compensation and
Organization Committee, each award granted under the
Long-Term Cash Incentive Plan is subject to additional
restrictions contained in the plan document. These
restrictions are applicable during the time of a Long-Term
Cash Incentive Plan participants employment by the Company
or a subsidiary or affiliate of the Company, and during the
one-year period following termination of the participants
employment. These additional restrictions
Organization Committee, each award granted under the
Long-Term Cash Incentive Plan is subject to additional
restrictions contained in the plan document. These
restrictions are applicable during the time of a Long-Term
Cash Incentive Plan participants employment by the Company
or a subsidiary or affiliate of the Company, and during the
one-year period following termination of the participants
employment. These additional restrictions
include: (i) a covenant that includes non-competition
with the Company or any subsidiary or affiliate of the
Company, as well as non-solicitation of customers,
associates and suppliers of the Company or any subsidiary
or affiliate of the Company; (ii) a covenant to protect
any confidential or proprietary information of the
Company or any subsidiary or affiliate of the Company;
(iii) a covenant to cooperate with the Company or any
subsidiary or affiliate of the Company with regard to any
action, suit or proceeding; and (iv) a covenant not to
interfere with or harm the relationship of the Company or
any subsidiary or affiliate of the Company with any
person who at any time was a customer or supplier of, or
otherwise had a business relationship with, the Company
or any subsidiary or affiliate of the Company.
with the Company or any subsidiary or affiliate of the
Company, as well as non-solicitation of customers,
associates and suppliers of the Company or any subsidiary
or affiliate of the Company; (ii) a covenant to protect
any confidential or proprietary information of the
Company or any subsidiary or affiliate of the Company;
(iii) a covenant to cooperate with the Company or any
subsidiary or affiliate of the Company with regard to any
action, suit or proceeding; and (iv) a covenant not to
interfere with or harm the relationship of the Company or
any subsidiary or affiliate of the Company with any
person who at any time was a customer or supplier of, or
otherwise had a business relationship with, the Company
or any subsidiary or affiliate of the Company.
To the extent that a Long-Term Cash Incentive Plan
participant violates one or more of the additional
restrictions described above, unless otherwise determined
by the Compensation and Organization Committee, the
following will apply to any award granted under the
Long-Term Cash Incentive Plan:
participant violates one or more of the additional
restrictions described above, unless otherwise determined
by the Compensation and Organization Committee, the
following will apply to any award granted under the
Long-Term Cash Incentive Plan:
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Any award not then settled will be immediately
forfeited and cancelled; and |
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The participant will be obligated to repay to the
Company, in cash, the total amount realized by the participant upon settlement of an award that occurred within any of the timeframes described in the Long-Term Cash Incentive Plan. |
Change of Control
Except as otherwise provided by the Compensation and
Organization Committee in the related award agreement or
at any time prior to a Change of Control (as such term is
defined in the Long-Term Cash Incentive Plan), in the
event of a Change of Control, the following will apply:
Organization Committee in the related award agreement or
at any time prior to a Change of Control (as such term is
defined in the Long-Term Cash Incentive Plan), in the
event of a Change of Control, the following will apply:
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In the case of an award in which fifty percent
(50%) or more of the performance period applicable to the award has elapsed as of the date of the Change of Control, the participant will be entitled to payment, vesting or settlement of such award based upon performance through a date occurring within three months prior to the date of the Change of Control, as determined by the Compensation and Organization Committee prior to the Change of Control, and pro-rated based upon the percentage of the performance period that has elapsed between the first day of the applicable performance period and the date of the Change of Control; and |
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In the case of an award in which less than fifty
percent (50%) of the performance period applicable to the award has elapsed as of the date of the Change of Control, the participant will be entitled to payment, vesting or settlement of the target amount of such award, as determined by the Compensation and Organization Committee prior to the Change of Control, pro-rated based upon the percentage of the performance period that has elapsed between the first day of the applicable performance period and the date of the Change of Control. |
Transferability
No award or other right or interest of a participant
under the Long-Term Cash Incentive Plan may be pledged,
hypothecated or otherwise encumbered or subject to any
lien, obligation or liability of the participant to any
party (other than the Company or a subsidiary or
affiliate of the Company), or assigned or transferred by
the participant otherwise than by will or the laws of
descent and distribution or to a beneficiary upon the
death of the participant.
under the Long-Term Cash Incentive Plan may be pledged,
hypothecated or otherwise encumbered or subject to any
lien, obligation or liability of the participant to any
party (other than the Company or a subsidiary or
affiliate of the Company), or assigned or transferred by
the participant otherwise than by will or the laws of
descent and distribution or to a beneficiary upon the
death of the participant.
Adjustments
If any large, special and non-recurring dividend or other
distribution (whether in the form of cash or property
other than shares of the Companys Class A Common Stock,
$0.01 par value (Common Stock)), recapitalization,
forward or reverse stock split, stock dividend,
reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or
event affects the Companys Common Stock, then the
Compensation and Organization Committee will, in such
equitable manner as it determines, adjust the terms and
conditions of, and the criteria included in, awards
(including performance goals) in recognition of unusual
or nonrecurring events (including events described in the
preceding sentence as well as acquisitions or
dispositions of businesses and assets affecting any
performance conditions), or in response to changes in
applicable laws, regulations or accounting principles.
However, no such adjustment may be made if and to the
extent that the existence of the authority to make the
same would cause an award intended to qualify as
performance-based compensation under Section 162(m) to
fail to do so.
distribution (whether in the form of cash or property
other than shares of the Companys Class A Common Stock,
$0.01 par value (Common Stock)), recapitalization,
forward or reverse stock split, stock dividend,
reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or
event affects the Companys Common Stock, then the
Compensation and Organization Committee will, in such
equitable manner as it determines, adjust the terms and
conditions of, and the criteria included in, awards
(including performance goals) in recognition of unusual
or nonrecurring events (including events described in the
preceding sentence as well as acquisitions or
dispositions of businesses and assets affecting any
performance conditions), or in response to changes in
applicable laws, regulations or accounting principles.
However, no such adjustment may be made if and to the
extent that the existence of the authority to make the
same would cause an award intended to qualify as
performance-based compensation under Section 162(m) to
fail to do so.
Tax Withholding and Tax Offset Payments
The Company and any subsidiary or affiliate of the
Company is authorized to withhold from any award
granted, any payment relating to an award under the
Long-Term Cash Incentive Plan, or any payroll or other
payment to a Long-Term Cash Incentive Plan 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 Long-Term
Cash Incentive Plan participant to remit to the Company
an amount in cash or other property to satisfy such
withholding requirements or by taking certain other
actions.
Company is authorized to withhold from any award
granted, any payment relating to an award under the
Long-Term Cash Incentive Plan, or any payroll or other
payment to a Long-Term Cash Incentive Plan 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 Long-Term
Cash Incentive Plan participant to remit to the Company
an amount in cash or other property to satisfy such
withholding requirements or by taking certain other
actions.
Awards to Participants Outside the United States>
The Compensation and Organization Committee may modify
the terms of any award under the Long-Term Cash
Incentive Plan made to or held by a participant who is
then resident or primarily employed outside of the
United States in any manner deemed by the Compensation
and Organization Committee to be necessary or
appropriate in order that such award will conform to
the laws, regulations and customs of the country in
which the participant is then resident or primarily
employed, or so that the value and other benefits of
the award to the participant, as affected by foreign
tax laws and other restrictions applicable as a result
of the participants residence or employment abroad,
will be comparable to the value of such an award to a
participant who is resident or primarily employed in
the United States. An award may be modified in a manner
that is inconsistent with the express terms of the
Long-Term Cash Incentive Plan, so long as such
modification will not contravene any applicable law or
regulation or result in actual liability under Section
16(b) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), for the participant whose
award is modified.
the terms of any award under the Long-Term Cash
Incentive Plan made to or held by a participant who is
then resident or primarily employed outside of the
United States in any manner deemed by the Compensation
and Organization Committee to be necessary or
appropriate in order that such award will conform to
the laws, regulations and customs of the country in
which the participant is then resident or primarily
employed, or so that the value and other benefits of
the award to the participant, as affected by foreign
tax laws and other restrictions applicable as a result
of the participants residence or employment abroad,
will be comparable to the value of such an award to a
participant who is resident or primarily employed in
the United States. An award may be modified in a manner
that is inconsistent with the express terms of the
Long-Term Cash Incentive Plan, so long as such
modification will not contravene any applicable law or
regulation or result in actual liability under Section
16(b) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), for the participant whose
award is modified.
Effective Date and Term
The Long-Term Cash Incentive Plan will become effective
on June 15, 2017, upon approval of the Long-Term Cash
Incentive Plan by our stockholders. Unless earlier
terminated by the Board, the authority of the
Compensation and Organization Committee to make grants
under the Long-Term Cash Incentive Plan will terminate
on the date that is ten years after the latest date
upon which stockholders of the Company have approved
the Long-Term Cash Incentive Plan.
on June 15, 2017, upon approval of the Long-Term Cash
Incentive Plan by our stockholders. Unless earlier
terminated by the Board, the authority of the
Compensation and Organization Committee to make grants
under the Long-Term Cash Incentive Plan will terminate
on the date that is ten years after the latest date
upon which stockholders of the Company have approved
the Long-Term Cash Incentive Plan.
Amendments and Termination
The Board may, from time to time, alter, amend, suspend
or terminate the Long-Term Cash Incentive Plan as the
Board deems advisable, subject to any requirement for
stockholder approval imposed by applicable law,
including Section 162(m). No amendments to, or
termination of, the Long-Term Cash Incentive Plan will
in any way impair the rights of a participant in the
Long-Term Cash Incentive Plan under any award
previously granted without such participants consent.
or terminate the Long-Term Cash Incentive Plan as the
Board deems advisable, subject to any requirement for
stockholder approval imposed by applicable law,
including Section 162(m). No amendments to, or
termination of, the Long-Term Cash Incentive Plan will
in any way impair the rights of a participant in the
Long-Term Cash Incentive Plan under any award
previously granted without such participants consent.
A description of the material terms of the Long-Term
Cash Incentive Plan was included in the Companys Proxy
Statement for the 2017 Annual Meeting, under the
caption PROPOSAL 5 – APPROVAL OF THE ABERCROMBIE FITCH
CO. LONG-TERM CASH INCENTIVE COMPENSATION PERFORMANCE
PLAN, which description is incorporated herein by
reference. The foregoing description of the Long-Term
Cash Incentive Plan is qualified in its entirety by
reference to the actual terms of the Long-Term Cash
Incentive Plan, which is included as Exhibit 10.2 to
this Current Report on Form 8K.
Cash Incentive Plan was included in the Companys Proxy
Statement for the 2017 Annual Meeting, under the
caption PROPOSAL 5 – APPROVAL OF THE ABERCROMBIE FITCH
CO. LONG-TERM CASH INCENTIVE COMPENSATION PERFORMANCE
PLAN, which description is incorporated herein by
reference. The foregoing description of the Long-Term
Cash Incentive Plan is qualified in its entirety by
reference to the actual terms of the Long-Term Cash
Incentive Plan, which is included as Exhibit 10.2 to
this Current Report on Form 8K.
Approval of Amendments to the Abercrombie Fitch Co.
2016 Long-Term Incentive Plan for Associates to
Authorize 1,200,000 Additional Shares and Explicitly
Prohibit the Current Payment of Dividends in Any Form
on Unvested Equity Awards
2016 Long-Term Incentive Plan for Associates to
Authorize 1,200,000 Additional Shares and Explicitly
Prohibit the Current Payment of Dividends in Any Form
on Unvested Equity Awards
At the 2017 Annual Meeting, the stockholders of the
Company also approved amendments to the Abercrombie
Fitch Co. 2016 Long-Term Incentive Plan for Associates
to authorize 1,200,000 additional shares of Common
Stock and to explicitly prohibit the current payment of
dividends in any form on unvested equity awards.
Company also approved amendments to the Abercrombie
Fitch Co. 2016 Long-Term Incentive Plan for Associates
to authorize 1,200,000 additional shares of Common
Stock and to explicitly prohibit the current payment of
dividends in any form on unvested equity awards.
The following paragraphs describe the material features
of the Abercrombie Fitch Co. 2016 Long-Term Incentive
Plan for Associates as amended effective June 15, 2017
(the 2016 Associates LTIP).
of the Abercrombie Fitch Co. 2016 Long-Term Incentive
Plan for Associates as amended effective June 15, 2017
(the 2016 Associates LTIP).
Types of Awards
The 2016 Associates LTIP makes equity-based awards
available for grant to eligible participants in the
form of:
available for grant to eligible participants in the
form of:
|
nonqualified stock options to purchase shares of
Common Stock (NQSOs); |
|
incentive stock options to purchase shares of
Common Stock (ISOs and, together with NQSOs, Options); |
|
stock appreciation rights (SARs);
|
|
restricted shares of Common Stock (Restricted
Stock); and |
|
restricted stock units (RSUs), together with
related rights and interests therein. |
Available Shares of Common Stock
Subject to the adjustments discussed below, the
aggregate number of shares of Common Stock available
for the grant of awards under the 2016 Associates
LTIP is 4,700,000 shares of Common Stock (an increase
of 1,200,000 shares as a result of the approval by
the Companys stockholders of amendments to the 2016
Associates LTIP at the 2017 Annual Meeting). Shares
of Common Stock issued under the 2016 Associates LTIP
may consist of: (i) treasury shares; (ii) authorized
but unissued shares of Common Stock not reserved for
any other purpose; or (iii) shares of Common Stock
purchased by the Company in the open market for such
purpose.
aggregate number of shares of Common Stock available
for the grant of awards under the 2016 Associates
LTIP is 4,700,000 shares of Common Stock (an increase
of 1,200,000 shares as a result of the approval by
the Companys stockholders of amendments to the 2016
Associates LTIP at the 2017 Annual Meeting). Shares
of Common Stock issued under the 2016 Associates LTIP
may consist of: (i) treasury shares; (ii) authorized
but unissued shares of Common Stock not reserved for
any other purpose; or (iii) shares of Common Stock
purchased by the Company in the open market for such
purpose.
The Compensation and Organization Committee may adopt
reasonable counting procedures to ensure appropriate
counting, avoid double counting and make adjustments
as described below. Except as described below, to the
extent that an award granted under the 2016
Associates LTIP expires or is forfeited, cancelled,
surrendered or otherwise terminated without issuance
of shares to an associate, settled only in cash, or
settled by the issuance of fewer shares than the
number underlying the award, the shares retained by
or tendered to the Company will be available under
the 2016 Associates LTIP. Shares that are withheld
from an award of Restricted Stock or RSUs granted
under the 2016 Associates LTIP to cover withholding
tax obligations related to that award or shares that
are separately tendered by an associate (either by
delivery or attestation) in payment of such taxes
will be deemed to constitute shares not delivered to
the associate and will be available for future grants
under the 2016 Associates LTIP. Shares that are
withheld, or that are tendered by an associate
(either by delivery or attestation) in connection
with, an award of Options or SARs granted under the
2016 Associates LTIP to cover withholding tax
obligations related to that award or the exercise
price of that award, will be deemed to constitute
shares delivered to the associate and will not be
available for future grants under the 2016 Associates
LTIP. For purposes of clarity, upon the exercise of
an Option or SAR, the gross number of shares
exercised, and not solely the net number of shares
delivered upon such exercise, will be treated as
issued to the 2016 Associates LTIP and the shares
subject to the exercised Option or SAR that are not
issued or delivered upon such exercise will not be
available for future grants under the 2016 Associates
LTIP. Additionally, in the case of any award granted
through the assumption of, or in substitution for, an
outstanding award granted by a company or business
acquired by the Company or a subsidiary or affiliate
of the Company or with which the Company or a
subsidiary or affiliate of the Company merges,
consolidates or enters into a similar corporate
transaction, shares issued or issuable in connection
with such substitute award will not be counted
against the number of shares reserved under the 2016
Associates LTIP.
reasonable counting procedures to ensure appropriate
counting, avoid double counting and make adjustments
as described below. Except as described below, to the
extent that an award granted under the 2016
Associates LTIP expires or is forfeited, cancelled,
surrendered or otherwise terminated without issuance
of shares to an associate, settled only in cash, or
settled by the issuance of fewer shares than the
number underlying the award, the shares retained by
or tendered to the Company will be available under
the 2016 Associates LTIP. Shares that are withheld
from an award of Restricted Stock or RSUs granted
under the 2016 Associates LTIP to cover withholding
tax obligations related to that award or shares that
are separately tendered by an associate (either by
delivery or attestation) in payment of such taxes
will be deemed to constitute shares not delivered to
the associate and will be available for future grants
under the 2016 Associates LTIP. Shares that are
withheld, or that are tendered by an associate
(either by delivery or attestation) in connection
with, an award of Options or SARs granted under the
2016 Associates LTIP to cover withholding tax
obligations related to that award or the exercise
price of that award, will be deemed to constitute
shares delivered to the associate and will not be
available for future grants under the 2016 Associates
LTIP. For purposes of clarity, upon the exercise of
an Option or SAR, the gross number of shares
exercised, and not solely the net number of shares
delivered upon such exercise, will be treated as
issued to the 2016 Associates LTIP and the shares
subject to the exercised Option or SAR that are not
issued or delivered upon such exercise will not be
available for future grants under the 2016 Associates
LTIP. Additionally, in the case of any award granted
through the assumption of, or in substitution for, an
outstanding award granted by a company or business
acquired by the Company or a subsidiary or affiliate
of the Company or with which the Company or a
subsidiary or affiliate of the Company merges,
consolidates or enters into a similar corporate
transaction, shares issued or issuable in connection
with such substitute award will not be counted
against the number of shares reserved under the 2016
Associates LTIP.
The minimum vesting and minimum exercisability
conditions described below with respect to each type
of award need not apply with respect to up to an
aggregate of 5% of the shares authorized under the
2016 Associates LTIP, which may be granted (or
regranted upon forfeiture) in any form permitted
under the 2016 Associates LTIP without regard to such
minimum vesting or minimum exercisability
requirements.
conditions described below with respect to each type
of award need not apply with respect to up to an
aggregate of 5% of the shares authorized under the
2016 Associates LTIP, which may be granted (or
regranted upon forfeiture) in any form permitted
under the 2016 Associates LTIP without regard to such
minimum vesting or minimum exercisability
requirements.
During any calendar year during any part of which the
2016 Associates LTIP is in effect, the Compensation
and Organization Committee may not grant any
participant one or more awards of any type covering
more than 1,000,000 shares of Common Stock.
2016 Associates LTIP is in effect, the Compensation
and Organization Committee may not grant any
participant one or more awards of any type covering
more than 1,000,000 shares of Common Stock.
In the event of any Common Stock dividend, Common
Stock split, recapitalization, merger,
reorganization, consolidation, combination, spin-off,
special and non-recurring distribution of assets to
stockholders, exchange of shares of Common Stock or
any other corporate transaction or event affecting
the Common Stock, the Compensation and Organization
Committee will make such substitutions and
adjustments as the Compensation and Organization
Committee deems equitable and appropriate to: (i) the
number of shares of Common Stock that may be issued
under the 2016 Associates LTIP; (ii) any Common
Stock-based limits imposed under the 2016 Associates
LTIP; and (iii) the exercise price, number of shares
of Common Stock and other terms or limitations
applicable to outstanding awards.
Stock split, recapitalization, merger,
reorganization, consolidation, combination, spin-off,
special and non-recurring distribution of assets to
stockholders, exchange of shares of Common Stock or
any other corporate transaction or event affecting
the Common Stock, the Compensation and Organization
Committee will make such substitutions and
adjustments as the Compensation and Organization
Committee deems equitable and appropriate to: (i) the
number of shares of Common Stock that may be issued
under the 2016 Associates LTIP; (ii) any Common
Stock-based limits imposed under the 2016 Associates
LTIP; and (iii) the exercise price, number of shares
of Common Stock and other terms or limitations
applicable to outstanding awards.
In addition, the Compensation and Organization
Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included
in, awards in recognition of unusual or non-recurring
events or in response to changes in applicable laws,
regulations or accounting principles. However, no
such adjustment may be made if and to the extent the
existence of the authority to make the same would
cause an award intended to qualify as
performance-based compensation under Section 162(m)
to fail to do so.
Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included
in, awards in recognition of unusual or non-recurring
events or in response to changes in applicable laws,
regulations or accounting principles. However, no
such adjustment may be made if and to the extent the
existence of the authority to make the same would
cause an award intended to qualify as
performance-based compensation under Section 162(m)
to fail to do so.
Administration
The Compensation and Organization Committee
administers the 2016 Associates LTIP. In its
capacity as plan administrator, the Compensation
and Organization Committee determines which
participants are granted awards, the type of each
award granted and the terms and conditions of each
award. The Compensation and Organization Committee
also has full power and authority to: (i)
establish, amend and rescind rules and regulations
relating to the 2016 Associates LTIP; (ii)
interpret the 2016 Associates LTIP and all related
award agreements; and (iii) make any other
determinations that the Compensation and
Organization Committee deems necessary or desirable
for the administration of the 2016 Associates LTIP.
administers the 2016 Associates LTIP. In its
capacity as plan administrator, the Compensation
and Organization Committee determines which
participants are granted awards, the type of each
award granted and the terms and conditions of each
award. The Compensation and Organization Committee
also has full power and authority to: (i)
establish, amend and rescind rules and regulations
relating to the 2016 Associates LTIP; (ii)
interpret the 2016 Associates LTIP and all related
award agreements; and (iii) make any other
determinations that the Compensation and
Organization Committee deems necessary or desirable
for the administration of the 2016 Associates LTIP.
The 2016 Associates LTIP specifies the conditions
under which the Compensation and Organization
Committee may act through subcommittees or delegate
the administration of the 2016 Associates LTIP to
one or more officers or associates of the Company.
under which the Compensation and Organization
Committee may act through subcommittees or delegate
the administration of the 2016 Associates LTIP to
one or more officers or associates of the Company.
Eligibility
The Compensation and Organization Committee may
select any of the Companys associates and those of
the subsidiaries or affiliates of the Company to
receive awards under the 2016 Associates LTIP.
select any of the Companys associates and those of
the subsidiaries or affiliates of the Company to
receive awards under the 2016 Associates LTIP.
Types of Awards
Options. The Compensation and Organization
Committee may grant Options at any time during the
term of the 2016 Associates LTIP in such number,
and upon such terms and conditions, as the
Compensation and Organization Committee determines.
The exercise price of any Option will be at least
equal to the fair market value of the underlying
shares of Common Stock (i.e., the closing price per
share of the Common Stock on NYSE) on the date the
Option is granted. The Compensation and
Organization Committee will also determine the term
of the Option (which may not exceed a period of ten
years from the grant date), the vesting terms and
conditions (subject to a minimum vesting period of
one year), and any other terms and conditions of
the Option, all of which will be reflected in the
related award agreement. The award agreement will
specify whether the Option is intended to be an ISO
or a NQSO. The Compensation and Organization
Committee may grant up to 500,000 of the shares of
Common Stock available for issuance under the 2016
Associates LTIP with respect to ISOs. However, ISOs
will be subject to certain additional restrictions,
including, without limitation, compliance with the
requirements of Section 422 of the Internal Revenue
Code.
Committee may grant Options at any time during the
term of the 2016 Associates LTIP in such number,
and upon such terms and conditions, as the
Compensation and Organization Committee determines.
The exercise price of any Option will be at least
equal to the fair market value of the underlying
shares of Common Stock (i.e., the closing price per
share of the Common Stock on NYSE) on the date the
Option is granted. The Compensation and
Organization Committee will also determine the term
of the Option (which may not exceed a period of ten
years from the grant date), the vesting terms and
conditions (subject to a minimum vesting period of
one year), and any other terms and conditions of
the Option, all of which will be reflected in the
related award agreement. The award agreement will
specify whether the Option is intended to be an ISO
or a NQSO. The Compensation and Organization
Committee may grant up to 500,000 of the shares of
Common Stock available for issuance under the 2016
Associates LTIP with respect to ISOs. However, ISOs
will be subject to certain additional restrictions,
including, without limitation, compliance with the
requirements of Section 422 of the Internal Revenue
Code.
SARs. The Compensation and Organization Committee
may grant SARs at any time during the term of the
2016 Associates LTIP in such number, and upon such
terms and conditions, as the Compensation and
Organization Committee determines. SARs may be
granted by the Compensation and Organization
Committee to a participant either as a freestanding
award under the 2016 Associates LTIP or in tandem
with or as a component of another award under the
2016 Associates LTIP. The exercise price of any SAR
will be at least equal to the fair market value of
the underlying shares of Common Stock on the date
the SAR is granted. The Compensation and
Organization Committee will also determine the term
of the SAR (which may not exceed a period of ten
years from the grant date), the vesting terms and
conditions (subject to a minimum vesting period of
one year), and any other terms and conditions of
the SAR, all of which will be reflected in the
related award agreement. Upon exercise of an SAR, a
participant will be entitled to receive an amount
equal to the difference between: (i) the fair
market value of a share of Common Stock on the
exercise date; and (ii) the exercise price per
share of Common Stock, multiplied by the number of
shares of Common Stock with respect to which the
SAR is exercised. Each SAR will be settled in
shares of Common Stock.
may grant SARs at any time during the term of the
2016 Associates LTIP in such number, and upon such
terms and conditions, as the Compensation and
Organization Committee determines. SARs may be
granted by the Compensation and Organization
Committee to a participant either as a freestanding
award under the 2016 Associates LTIP or in tandem
with or as a component of another award under the
2016 Associates LTIP. The exercise price of any SAR
will be at least equal to the fair market value of
the underlying shares of Common Stock on the date
the SAR is granted. The Compensation and
Organization Committee will also determine the term
of the SAR (which may not exceed a period of ten
years from the grant date), the vesting terms and
conditions (subject to a minimum vesting period of
one year), and any other terms and conditions of
the SAR, all of which will be reflected in the
related award agreement. Upon exercise of an SAR, a
participant will be entitled to receive an amount
equal to the difference between: (i) the fair
market value of a share of Common Stock on the
exercise date; and (ii) the exercise price per
share of Common Stock, multiplied by the number of
shares of Common Stock with respect to which the
SAR is exercised. Each SAR will be settled in
shares of Common Stock.
Restricted Stock and RSUs. The Compensation and
Organization Committee may grant shares of
Restricted Stock or RSUs at any time during the
term of the 2016 Associates LTIP in such number,
and upon such terms>and conditions, as the
Compensation and Organization Committee determines.
Restricted Stock consists of shares of Common Stock
and RSUs consist of units, each of which represents
a share of Common Stock. Both Restricted Stock and
RSU awards are issued to a participant subject to
forfeiture based upon satisfaction of certain
terms, conditions and restrictions which may
include, without limitation: (i) a requirement that
the>participant pay a purchase price for each
share of Restricted Stock or RSU; (ii) restrictions
based on the achievement of specific performance
goals; (iii) time-based restrictions; or (iv)
holding requirements or sale restrictions upon
vesting and settlement. The Compensation and
Organization Committee will determine the terms,
conditions and restrictions applicable to each
Restricted Stock and/or RSU award, all of which
will be reflected in the related award agreement.
Except as otherwise set forth in the 2016
Associates LTIP or described in the related award
agreement, in connection with a participants
termination due to death, disability or Retirement
(as such term is defined in the 2016 Associates
LTIP): (i) no condition on vesting of Restricted
Stock or RSUs that is based upon the achievement of
specified performance goals may be based on
performance over a period of less than one year;
and (ii) no condition on vesting of Restricted
Stock or RSUs that is based upon continued
employment or the passage of time may provide for
vesting in full of the award more quickly than in
pro rata installments over a period of three years
from the date of grant, with the first installment
vesting no sooner than the first anniversary of the
date of grant of the Restricted Stock or RSUs.
Organization Committee may grant shares of
Restricted Stock or RSUs at any time during the
term of the 2016 Associates LTIP in such number,
and upon such terms>and conditions, as the
Compensation and Organization Committee determines.
Restricted Stock consists of shares of Common Stock
and RSUs consist of units, each of which represents
a share of Common Stock. Both Restricted Stock and
RSU awards are issued to a participant subject to
forfeiture based upon satisfaction of certain
terms, conditions and restrictions which may
include, without limitation: (i) a requirement that
the>participant pay a purchase price for each
share of Restricted Stock or RSU; (ii) restrictions
based on the achievement of specific performance
goals; (iii) time-based restrictions; or (iv)
holding requirements or sale restrictions upon
vesting and settlement. The Compensation and
Organization Committee will determine the terms,
conditions and restrictions applicable to each
Restricted Stock and/or RSU award, all of which
will be reflected in the related award agreement.
Except as otherwise set forth in the 2016
Associates LTIP or described in the related award
agreement, in connection with a participants
termination due to death, disability or Retirement
(as such term is defined in the 2016 Associates
LTIP): (i) no condition on vesting of Restricted
Stock or RSUs that is based upon the achievement of
specified performance goals may be based on
performance over a period of less than one year;
and (ii) no condition on vesting of Restricted
Stock or RSUs that is based upon continued
employment or the passage of time may provide for
vesting in full of the award more quickly than in
pro rata installments over a period of three years
from the date of grant, with the first installment
vesting no sooner than the first anniversary of the
date of grant of the Restricted Stock or RSUs.
During the period that shares of Restricted Stock
remain subject to forfeiture: (i) the Company may
retain the certificates representing such shares;
(ii) a participant may not sell or otherwise
transfer such shares; and (iii) unless otherwise
provided in the related award agreement, a
participant will generally be entitled to
exercise full voting rights and receive all
dividends paid with respect to such shares
(except that receipt of any such dividends will
be subject to the same terms, conditions and
restrictions as apply to such shares). During the
period that RSUs remain subject to forfeiture, a
participant will have no rights as a stockholder
(e.g., no right to vote or receive dividends),
unless the Compensation and Organization
Committee grants dividend equivalent rights as
part of the RSU award.
remain subject to forfeiture: (i) the Company may
retain the certificates representing such shares;
(ii) a participant may not sell or otherwise
transfer such shares; and (iii) unless otherwise
provided in the related award agreement, a
participant will generally be entitled to
exercise full voting rights and receive all
dividends paid with respect to such shares
(except that receipt of any such dividends will
be subject to the same terms, conditions and
restrictions as apply to such shares). During the
period that RSUs remain subject to forfeiture, a
participant will have no rights as a stockholder
(e.g., no right to vote or receive dividends),
unless the Compensation and Organization
Committee grants dividend equivalent rights as
part of the RSU award.
Performance-Based Awards. Under the terms of the
2016 Associates LTIP, the Compensation and
Organization Committee may grant Restricted Stock
and RSUs in a manner that constitutes qualified
performance-based compensation and is deductible
by the Company under Section 162(m).
Specifically, the Compensation and Organization
Committee will condition the grant, vesting,
exercisability and/or settlement of such
performance-based awards on the attainment of
performance goals during a specified performance
period. The Compensation and Organization
Committee will base the performance goals on one
or more of the following performance criteria
enumerated in the 2016 Associates LTIP:
2016 Associates LTIP, the Compensation and
Organization Committee may grant Restricted Stock
and RSUs in a manner that constitutes qualified
performance-based compensation and is deductible
by the Company under Section 162(m).
Specifically, the Compensation and Organization
Committee will condition the grant, vesting,
exercisability and/or settlement of such
performance-based awards on the attainment of
performance goals during a specified performance
period. The Compensation and Organization
Committee will base the performance goals on one
or more of the following performance criteria
enumerated in the 2016 Associates LTIP:
|
>gross sales, net sales, comparable
store sales or comparable sales; |
|
>gross margin, cost of goods sold,
mark-ups or mark-downs; |
|
selling, general and administrative
expenses; |
|
>operating income, earnings from
operations, earnings before or after taxes, or earnings before or after interest, depreciation, amortization, or extraordinary or special items; |
|
>net income or net income per common
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; associate satisfaction; or acquisitions or divestitures of subsidiaries, affiliates or joint ventures. |
As determined by the Compensation and
Organization Committee, the selected performance
criteria (i) may relate to the individual
participant, the Company, one or more
subsidiaries or affiliates of the Company and/or
one or more divisions or business units of the
Company, its subsidiaries or affiliates, (ii) may
be measured either annually or cumulatively over
a period of years, and (iii) may be applied on an
absolute basis and/or be relative to one or more
peer group companies or indices.
Organization Committee, the selected performance
criteria (i) may relate to the individual
participant, the Company, one or more
subsidiaries or affiliates of the Company and/or
one or more divisions or business units of the
Company, its subsidiaries or affiliates, (ii) may
be measured either annually or cumulatively over
a period of years, and (iii) may be applied on an
absolute basis and/or be relative to one or more
peer group companies or indices.
For each performance-based award granted to a
covered employee (as that term is defined under
Section 162(m)), the Compensation and
Organization Committee will establish in writing
the applicable performance goals, performance
period and formula for computing the
performance-based award while the outcome of the
applicable performance goals is substantially
uncertain, but in no event later than the earlier
of: (i) 90 days after the beginning of the
applicable performance period; or (ii) the
expiration of 25% of the applicable performance
period. After the end of each performance period,
the Compensation and Organization Committee will
certify in writing whether the performance goals
and other material terms imposed on the
performance-based award have been satisfied. The
Compensation and Organization Committee has the
authority to exercise negative discretion and
reduce (but not increase) the amount of a
performance-based award actually paid to a
participant.
covered employee (as that term is defined under
Section 162(m)), the Compensation and
Organization Committee will establish in writing
the applicable performance goals, performance
period and formula for computing the
performance-based award while the outcome of the
applicable performance goals is substantially
uncertain, but in no event later than the earlier
of: (i) 90 days after the beginning of the
applicable performance period; or (ii) the
expiration of 25% of the applicable performance
period. After the end of each performance period,
the Compensation and Organization Committee will
certify in writing whether the performance goals
and other material terms imposed on the
performance-based award have been satisfied. The
Compensation and Organization Committee has the
authority to exercise negative discretion and
reduce (but not increase) the amount of a
performance-based award actually paid to a
participant.
No Dividends Payable with Respect to Unvested
Awards
Awards
The 2016 Associates LTIP explicitly prohibits the
current payment of dividends or dividend
equivalents with respect to any shares of Common
Stock underlying an award granted under the 2016
Associates LTIP until such underlying shares of
Common Stock have vested.
current payment of dividends or dividend
equivalents with respect to any shares of Common
Stock underlying an award granted under the 2016
Associates LTIP until such underlying shares of
Common Stock have vested.
Clawback
If at any time after the date on which a 2016
Associates LTIP participant has been granted or
becomes vested in an award to the achievement
of a performance goal, the Compensation and
Organization Committee determines that the
earlier determination as to the achievement of
the performance goal was based on incorrect
data and that in fact the performance goal had
not been achieved or had been achieved to a
lesser extent than originally determined and a
portion of such 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 of the Companys Common Stock (or if such
shares were disposed of, the cash equivalent)
will be returned to the Company as provided by
the Compensation and Organization Committee,
(ii) such portion of the award that became
vested will be deemed to not be vested and any
related shares of the Companys Common Stock (or
if such shares were disposed of, the
Associates LTIP participant has been granted or
becomes vested in an award to the achievement
of a performance goal, the Compensation and
Organization Committee determines that the
earlier determination as to the achievement of
the performance goal was based on incorrect
data and that in fact the performance goal had
not been achieved or had been achieved to a
lesser extent than originally determined and a
portion of such 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 of the Companys Common Stock (or if such
shares were disposed of, the cash equivalent)
will be returned to the Company as provided by
the Compensation and Organization Committee,
(ii) such portion of the award that became
vested will be deemed to not be vested and any
related shares of the Companys Common Stock (or
if such shares were disposed of, the
cash equivalent) must be returned to the
Company as provided by the Compensation and
Organization Committee, and (iii) such portion
of the award paid to the 2016 Associates LTIP
participant must be repaid by the participant
to the Company upon notice from the Company as
provided by the Compensation and Organization
Committee.
Company as provided by the Compensation and
Organization Committee, and (iii) such portion
of the award paid to the 2016 Associates LTIP
participant must be repaid by the participant
to the Company upon notice from the Company as
provided by the Compensation and Organization
Committee.
Termination of Employment
The Compensation and Organization Committee
will determine the extent to which each award
granted under the 2016 Associates LTIP will
vest and the extent to which a participant will
have the right to exercise and/or settle the
award in connection with a participants
termination of employment. The minimum vesting
and minimum exercisability conditions described
above with respect to each type of award need
not apply in the case of the death, disability
or retirement of an associate or termination of
employment of an associate in connection with a
change of control.
will determine the extent to which each award
granted under the 2016 Associates LTIP will
vest and the extent to which a participant will
have the right to exercise and/or settle the
award in connection with a participants
termination of employment. The minimum vesting
and minimum exercisability conditions described
above with respect to each type of award need
not apply in the case of the death, disability
or retirement of an associate or termination of
employment of an associate in connection with a
change of control.
Additional Forfeiture Provisions
Each award granted under the 2016 Associates
LTIP is subject to additional restrictions
contained in the plan document. These
restrictions are applicable during the time of
a participants employment by the Company or a
subsidiary or affiliate of the Company, and
during the one-year period following
termination of the participants employment.
These additional restrictions include: (i) a
covenant that includes non-competition with the
Company or any subsidiary or affiliate of the
Company, as well as non-solicitation of
customers, associates and suppliers of the
Company or any subsidiary or affiliate of the
Company; (ii) a covenant to protect any
confidential or proprietary information of the
Company or any subsidiary or affiliate of the
Company; (iii) a covenant to cooperate with the
Company or any subsidiary or affiliate of the
Company with regard to any action, suit or
proceeding arising during the participants
employment; and (iv) a covenant not to
interfere with or harm the relationship of the
Company or any subsidiary or affiliate of the
Company with any person who at any time was a
customer or supplier of, or otherwise had a
business relationship with, the Company or any
subsidiary or affiliate of the Company.
LTIP is subject to additional restrictions
contained in the plan document. These
restrictions are applicable during the time of
a participants employment by the Company or a
subsidiary or affiliate of the Company, and
during the one-year period following
termination of the participants employment.
These additional restrictions include: (i) a
covenant that includes non-competition with the
Company or any subsidiary or affiliate of the
Company, as well as non-solicitation of
customers, associates and suppliers of the
Company or any subsidiary or affiliate of the
Company; (ii) a covenant to protect any
confidential or proprietary information of the
Company or any subsidiary or affiliate of the
Company; (iii) a covenant to cooperate with the
Company or any subsidiary or affiliate of the
Company with regard to any action, suit or
proceeding arising during the participants
employment; and (iv) a covenant not to
interfere with or harm the relationship of the
Company or any subsidiary or affiliate of the
Company with any person who at any time was a
customer or supplier of, or otherwise had a
business relationship with, the Company or any
subsidiary or affiliate of the Company.
To the extent that a participant violates one
or more of the additional restrictions
described above, unless otherwise determined by
the Compensation and Organization Committee,
the following will apply to any award granted
under the 2016 Associates LTIP:
or more of the additional restrictions
described above, unless otherwise determined by
the Compensation and Organization Committee,
the following will apply to any award granted
under the 2016 Associates LTIP:
|
>The unexercised portion of each
Option or SAR held by the participant, whether or not vested, and any other award not then settled will be immediately forfeited and cancelled; and |
|
>The participant will be obligated to
repay to the Company, in cash, the total amount of any gain realized by the participant upon each exercise of an Option or SAR or settlement of an award that occurred within any of the timeframes described in the 2016 Associates LTIP. |
Change of Control
Except as otherwise provided by the Board or by
the Compensation and Organization Committee in
the related award agreement or at any time
prior to a Change of Control (as such term is
defined in the 2016 Associates LTIP), in the
event of a Change of Control, with respect to
an Option, SAR, shares of Restricted Stock or
RSUs, the exercisability, vesting and/or
settlement of which is based solely upon
continued employment or passage of time, which
(i) is assumed by the acquiring or surviving
company upon the Change of Control and there is
an involuntary termination without cause of a
participant within three months prior to or 18
months following the Change of Control or (ii)
is not assumed by the acquiring or surviving
company upon the Change of Control:
the Compensation and Organization Committee in
the related award agreement or at any time
prior to a Change of Control (as such term is
defined in the 2016 Associates LTIP), in the
event of a Change of Control, with respect to
an Option, SAR, shares of Restricted Stock or
RSUs, the exercisability, vesting and/or
settlement of which is based solely upon
continued employment or passage of time, which
(i) is assumed by the acquiring or surviving
company upon the Change of Control and there is
an involuntary termination without cause of a
participant within three months prior to or 18
months following the Change of Control or (ii)
is not assumed by the acquiring or surviving
company upon the Change of Control:
|
In the case of an Option or SAR, the
participant will have the ability to exercise such Option or SAR, including any portion of the Option or SAR not previously exercisable, until the earlier (a) of the expiration of the Option or SAR |
under its original term, and (b) the date
that is two years (or such longer
post-termination exercisability term as may
be specified in the Option or SAR) following
any involuntary termination without cause of
the participant; and
that is two years (or such longer
post-termination exercisability term as may
be specified in the Option or SAR) following
any involuntary termination without cause of
the participant; and
|
In the case of Restricted Stock or
RSUs, the award will become fully vested and will be settled in full. |
Except as otherwise provided in the related
award agreement, in the event of a Change of
Control, with respect to any Restricted Stock
or RSU, the grant, issuance, retention,
vesting and/or settlement of which is based
in whole or in part on the performance
criteria and level of achievement versus such
criteria, the following will apply:
award agreement, in the event of a Change of
Control, with respect to any Restricted Stock
or RSU, the grant, issuance, retention,
vesting and/or settlement of which is based
in whole or in part on the performance
criteria and level of achievement versus such
criteria, the following will apply:
|
In the case of an award in which fifty
percent (50%) or more of the performance period applicable to the award has elapsed as of the date of the Change of Control, the participant will be entitled to payment, vesting or settlement of such award based upon performance through a date occurring within three months prior to the date of the Change of Control, as determined by the Compensation and Organization Committee prior to the Change of Control, and pro-rated based upon the percentage of the performance period that has elapsed between the date such award was granted and the date of the Change of Control; and |
|
In the case of an award in which less
than fifty percent (50%) of the performance period applicable to the award has elapsed as of the date of the Change of Control, the participant will be entitled to payment, vesting or settlement of the target amount of such award, as determined by the Compensation and Organization Committee prior to the Change of Control, pro-rated based upon the percentage of the performance period that has elapsed between the date such award was granted and the date of the Change of Control. |
Transferability
Except as otherwise provided in a related
award agreement: (i) a participant may not
sell, transfer, pledge, assign or otherwise
alienate or hypothecate an award, except by
will or the laws of descent and distribution;
and (ii) during a participants lifetime, only
the participant or his or her guardian or
legal representative may exercise an award.
Any award or other right (other than ISOs and
SARs in tandem therewith) may be transferred
to one or more transferees during the life of
a participant, and may be exercised by such
transferee(s) in accordance with the terms of
the award, but only if and to the extent such
transfer is permitted by the Compensation and
Organization Committee, subject to any terms
and conditions as the Compensation and
Organization Committee may impose on such
transfer in the applicable award agreement.
award agreement: (i) a participant may not
sell, transfer, pledge, assign or otherwise
alienate or hypothecate an award, except by
will or the laws of descent and distribution;
and (ii) during a participants lifetime, only
the participant or his or her guardian or
legal representative may exercise an award.
Any award or other right (other than ISOs and
SARs in tandem therewith) may be transferred
to one or more transferees during the life of
a participant, and may be exercised by such
transferee(s) in accordance with the terms of
the award, but only if and to the extent such
transfer is permitted by the Compensation and
Organization Committee, subject to any terms
and conditions as the Compensation and
Organization Committee may impose on such
transfer in the applicable award agreement.
Tax Withholding and Tax Offset Payments
The Company and any subsidiary or affiliate
of the Company 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 or event
involving an award by withholding Common
Stock or other property, requiring a
participant to remit to the Company an amount
in cash or other property (including Common
Stock) to satisfy such withholding
requirements or by taking certain other
actions. The Company can delay the delivery
to a participant of Common Stock under any
award to allow the Company to determine the
amount of withholding to be collected and to
collect and process such withholding.
of the Company 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 or event
involving an award by withholding Common
Stock or other property, requiring a
participant to remit to the Company an amount
in cash or other property (including Common
Stock) to satisfy such withholding
requirements or by taking certain other
actions. The Company can delay the delivery
to a participant of Common Stock under any
award to allow the Company to determine the
amount of withholding to be collected and to
collect and process such withholding.
Awards to Participants Outside the United
States>
States>
The Compensation and Organization Committee
may modify the terms of any award under the
2016 Associates LTIP made to or held by a
participant who is then resident or primarily
employed outside of the United States in any
manner deemed by the Compensation and
Organization Committee to be necessary or
appropriate in order that such award will
conform to the laws, regulations and customs
of the country in which the participant is
then resident or primarily employed, or so
that the value and other benefits of the
award to the participant, as affected by
foreign tax laws and other restrictions
applicable as a result of the participants
residence or employment abroad, will be
comparable to the value of such an award to a
participant who is resident or primarily
employed in the United States. An award may
be modified in a manner that is inconsistent
with the express terms of the 2016 Associates
LTIP, so long as such modification will not
contravene any applicable law or regulation
or result in actual liability under Section
16(b) of the Exchange Act for the participant
whose award is modified.
may modify the terms of any award under the
2016 Associates LTIP made to or held by a
participant who is then resident or primarily
employed outside of the United States in any
manner deemed by the Compensation and
Organization Committee to be necessary or
appropriate in order that such award will
conform to the laws, regulations and customs
of the country in which the participant is
then resident or primarily employed, or so
that the value and other benefits of the
award to the participant, as affected by
foreign tax laws and other restrictions
applicable as a result of the participants
residence or employment abroad, will be
comparable to the value of such an award to a
participant who is resident or primarily
employed in the United States. An award may
be modified in a manner that is inconsistent
with the express terms of the 2016 Associates
LTIP, so long as such modification will not
contravene any applicable law or regulation
or result in actual liability under Section
16(b) of the Exchange Act for the participant
whose award is modified.
No Rights as a Stockholder
Except as otherwise provided in the 2016
Associates LTIP or in a related award
agreement, a participant will not have any
rights as a stockholder with respect to
shares of Common Stock covered by an award
unless and until the participant becomes the
record holder of such shares of Common Stock.
Associates LTIP or in a related award
agreement, a participant will not have any
rights as a stockholder with respect to
shares of Common Stock covered by an award
unless and until the participant becomes the
record holder of such shares of Common Stock.
No Repricing
The 2016 Associates LTIP expressly
prohibits the Board or the Compensation and
Organization Committee, without stockholder
approval, from amending or replacing
previously granted Options or SARs in a
transaction that constitutes a repricing
meaning any reduction in exercise price,
cancellation of Options or SARs in exchange
for other Options or SARs with a lower
exercise price, cancellation of Options or
SARs for cash, or cancellation of Options
or SARs for another grant if the exercise
price of the cancelled Options or SARs is
greater than the fair market value of the
shares of Common Stock subject to the
cancelled Options or SARs at the time of
cancellation, other than in conjunction
with a change of control or other
adjustment expressly permitted under the
2016 Associates LTIP, or any other
repricing as that term is used in Section
303A.08 of the NYSE Listed Company Manual.
prohibits the Board or the Compensation and
Organization Committee, without stockholder
approval, from amending or replacing
previously granted Options or SARs in a
transaction that constitutes a repricing
meaning any reduction in exercise price,
cancellation of Options or SARs in exchange
for other Options or SARs with a lower
exercise price, cancellation of Options or
SARs for cash, or cancellation of Options
or SARs for another grant if the exercise
price of the cancelled Options or SARs is
greater than the fair market value of the
shares of Common Stock subject to the
cancelled Options or SARs at the time of
cancellation, other than in conjunction
with a change of control or other
adjustment expressly permitted under the
2016 Associates LTIP, or any other
repricing as that term is used in Section
303A.08 of the NYSE Listed Company Manual.
Effective Date and Term
The 2016 Associates LTIP became effective
on June 16, 2016 upon the approval of the
Abercrombie Fitch Co. 2016 Long-Term
Incentive Plan for Associates by the
Companys stockholders at the 2016 Annual
Meeting of Stockholders. Unless earlier
terminated by the Board, the authority of
the Compensation and Organization Committee
to make grants under the 2016 Associates
LTIP is to terminate on the date that is
ten years after the latest date upon which
stockholders of the Company have approved
the 2016 Associates LTIP. Approval of
amendments to the 2016 Associates LTIP by
the Companys stockholders at the 2017
Annual Meeting extended the term of the
2016 Associates LTIP so that the authority
to make grants is to terminate ten years
after the date of the 2017 Annual Meeting.
on June 16, 2016 upon the approval of the
Abercrombie Fitch Co. 2016 Long-Term
Incentive Plan for Associates by the
Companys stockholders at the 2016 Annual
Meeting of Stockholders. Unless earlier
terminated by the Board, the authority of
the Compensation and Organization Committee
to make grants under the 2016 Associates
LTIP is to terminate on the date that is
ten years after the latest date upon which
stockholders of the Company have approved
the 2016 Associates LTIP. Approval of
amendments to the 2016 Associates LTIP by
the Companys stockholders at the 2017
Annual Meeting extended the term of the
2016 Associates LTIP so that the authority
to make grants is to terminate ten years
after the date of the 2017 Annual Meeting.
Amendment or Termination
The Board may amend, suspend or terminate
the 2016 Associates LTIP at any time,
except that no amendment or termination may
be made without stockholder approval if:
(i) such approval is required by any
federal or state law or regulation or NYSE
Rules or the rules of any other stock
exchange or automated quotation system on
which the Common Stock of the Company may
then be listed or quoted; (ii) the
amendment would materially increase the
number of shares reserved for issuance and
delivery under the 2016 Associates LTIP;
(iii) the amendment would alter the
provisions of the 2016 Associates LTIP
restricting the Companys ability to grant
Options or SARs with an exercise price that
is less than the fair market value of the
underlying shares of Common Stock; or (iv)
in connection with any action to amend or
replace previously granted Options or SARs
in a transaction that constitutes a
re-pricing as such term is used in Section
303A.08 of the NYSE Listed Company Manual
(or a successor provision).
the 2016 Associates LTIP at any time,
except that no amendment or termination may
be made without stockholder approval if:
(i) such approval is required by any
federal or state law or regulation or NYSE
Rules or the rules of any other stock
exchange or automated quotation system on
which the Common Stock of the Company may
then be listed or quoted; (ii) the
amendment would materially increase the
number of shares reserved for issuance and
delivery under the 2016 Associates LTIP;
(iii) the amendment would alter the
provisions of the 2016 Associates LTIP
restricting the Companys ability to grant
Options or SARs with an exercise price that
is less than the fair market value of the
underlying shares of Common Stock; or (iv)
in connection with any action to amend or
replace previously granted Options or SARs
in a transaction that constitutes a
re-pricing as such term is used in Section
303A.08 of the NYSE Listed Company Manual
(or a successor provision).
A description of the material terms of the
2016 Associates LTIP as amended by the
stockholders of the Company at the 2017
Annual Meeting was included in the Companys
Proxy Statement for the 2017 Annual
Meeting, under the caption PROPOSAL 7 –
APPROVAL OF AMENDMENTS TO THE ABERCROMBIE
FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR
ASSOCIATES TO AUTHORIZE 1,200,000
ADDITIONAL SHARES AND EXPLICITLY PROHIBIT
THE CURRENT PAYMENT OF DIVIDENDS IN ANY
FORM ON UNVESTED EQUITY AWARDS, which
description is incorporated herein by
reference. The foregoing description of the
2016 Associates LTIP as amended effective
June 15, 2017, is qualified in its entirety
by reference to the actual terms of the
2016 Associates LTIP, which is included as
Exhibit 4.10 to the Companys Registration
Statement on Form S8 (Registration No.
333218762) filed with the Securities and
Exchange Commission (the SEC) on June 15,
2017.
2016 Associates LTIP as amended by the
stockholders of the Company at the 2017
Annual Meeting was included in the Companys
Proxy Statement for the 2017 Annual
Meeting, under the caption PROPOSAL 7 –
APPROVAL OF AMENDMENTS TO THE ABERCROMBIE
FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR
ASSOCIATES TO AUTHORIZE 1,200,000
ADDITIONAL SHARES AND EXPLICITLY PROHIBIT
THE CURRENT PAYMENT OF DIVIDENDS IN ANY
FORM ON UNVESTED EQUITY AWARDS, which
description is incorporated herein by
reference. The foregoing description of the
2016 Associates LTIP as amended effective
June 15, 2017, is qualified in its entirety
by reference to the actual terms of the
2016 Associates LTIP, which is included as
Exhibit 4.10 to the Companys Registration
Statement on Form S8 (Registration No.
333218762) filed with the Securities and
Exchange Commission (the SEC) on June 15,
2017.
Item 5.07. Submission of Matters to a
Vote of Security Holders.
Vote of Security Holders.
The Company held the 2017 Annual Meeting
on June 15, 2017, at the offices of the
Company located at 6301 Fitch Path, New
Albany, Ohio. At the close of business on
April 17, 2017, the record date for the
2017 Annual Meeting, there were a total
of 67,995,752 shares of Common Stock
outstanding and entitled to vote. At the
2017 Annual Meeting, 53,909,703, or
79.28%, of the outstanding shares of
Common Stock entitled to vote were
represented by proxy or in person and,
therefore, a quorum was present.
on June 15, 2017, at the offices of the
Company located at 6301 Fitch Path, New
Albany, Ohio. At the close of business on
April 17, 2017, the record date for the
2017 Annual Meeting, there were a total
of 67,995,752 shares of Common Stock
outstanding and entitled to vote. At the
2017 Annual Meeting, 53,909,703, or
79.28%, of the outstanding shares of
Common Stock entitled to vote were
represented by proxy or in person and,
therefore, a quorum was present.
The vote on the proposals presented for
stockholder vote at the 2017 Annual
Meeting was as follows:
stockholder vote at the 2017 Annual
Meeting was as follows:
Proposal 1>- Election of Ten
Directors:
Directors:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
James B. Bachmann
|
40,400,334
|
2,285,740
|
31,119
|
11,192,510
|
|||||||
|
Bonnie R. Brooks
|
40,875,305
|
1,820,074
|
21,814
|
11,192,510
|
|||||||
|
Terry L. Burman
|
40,732,010
|
1,955,646
|
29,537
|
11,192,510
|
|||||||
|
Sarah M. Gallagher
|
40,896,587
|
1,797,335
|
23,271
|
11,192,510
|
|||||||
|
Michael E. Greenlees
|
40,742,278
|
1,950,032
|
24,883
|
11,192,510
|
|||||||
|
Archie M. Griffin
|
36,889,151
|
5,801,271
|
26,771
|
11,192,510
|
|||||||
|
Fran Horowitz
|
42,110,363
|
567,519
|
39,311
|
11,192,510
|
|||||||
|
Arthur C. Martinez
|
40,430,459
|
2,258,813
|
27,921
|
11,192,510
|
|||||||
|
Charles R. Perrin
|
40,747,444
|
1,937,179
|
32,570
|
11,192,510
|
|||||||
|
Stephanie M. Shern
|
40,884,985
|
1,800,100
|
32,108
|
11,192,510
|
|||||||
Each nominee for election as a director
of the Company was required to be elected
by a majority of the votes cast. Broker
non-votes and abstentions were not
treated as votes cast.
of the Company was required to be elected
by a majority of the votes cast. Broker
non-votes and abstentions were not
treated as votes cast.
Each of James B. Bachmann, Bonnie R.
Brooks, Terry L. Burman, Sarah M.
Gallagher, Michael E. Greenlees, Archie
M. Griffin, Fran Horowitz, Arthur C.
Martinez, Charles R. Perrin and Stephanie
M. Shern was elected as a director of the
Company to serve for a term of one year
to expire at the Annual Meeting of
Stockholders of the Company to be held in
2018.
Brooks, Terry L. Burman, Sarah M.
Gallagher, Michael E. Greenlees, Archie
M. Griffin, Fran Horowitz, Arthur C.
Martinez, Charles R. Perrin and Stephanie
M. Shern was elected as a director of the
Company to serve for a term of one year
to expire at the Annual Meeting of
Stockholders of the Company to be held in
2018.
Proposal 2>- Advisory Vote on the
Frequency of the Future Advisory Votes on
Executive Compensation:
Frequency of the Future Advisory Votes on
Executive Compensation:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker
Non-Votes
|
||||||||||
|
Beneficial Holders of Common
Stock |
34,030,822
|
22,635
|
7,370,773
|
1,281,084
|
11,192,510
|
|||||||||
|
Registered Holders of Common
Stock |
10,300
|
1,078
|
||||||||||||
|
Total
|
34,041,122
|
23,124
|
7,371,851
|
1,281,096
|
11,192,510
|
|||||||||
The non-binding vote on the frequency of
the future advisory votes on executive
compensation required the approval of a
majority in voting interest of the
stockholders of the Company present in
person or by proxy and voting thereon.
Broker non-votes were not treated as
votes cast. Abstentions were not counted
as votes for any of the choices under the
proposal.
the future advisory votes on executive
compensation required the approval of a
majority in voting interest of the
stockholders of the Company present in
person or by proxy and voting thereon.
Broker non-votes were not treated as
votes cast. Abstentions were not counted
as votes for any of the choices under the
proposal.
Based on the voting results above, with
respect to the advisory vote on the
frequency of future advisory votes on
executive compensation, the Board has
determined that the Company will submit
an advisory vote to stockholders on an
annual basis to approve the Companys
compensation for its executive officers
as set forth in the Companys proxy
statement for the year.
respect to the advisory vote on the
frequency of future advisory votes on
executive compensation, the Board has
determined that the Company will submit
an advisory vote to stockholders on an
annual basis to approve the Companys
compensation for its executive officers
as set forth in the Companys proxy
statement for the year.
Proposal 3>- Approval of the
Advisory Resolution on Executive
Compensation:
Advisory Resolution on Executive
Compensation:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of Common
Stock |
39,569,748
|
3,084,382
|
51,184
|
11,192,510
|
|||||||
|
Registered Holders of Common
Stock |
7,342
|
4,356
|
|||||||||
|
Total
|
39,577,090
|
3,088,738
|
51,365
|
11,192,510
|
|||||||
The approval of the advisory resolution
on executive compensation required the
affirmative vote of a majority in
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon. Broker
non-votes were not treated as votes
cast. Abstentions were not counted as
votes for or against the proposal. As a
result of the vote disclosed above, the
advisory resolution on executive
compensation was approved by the
stockholders of the Company.
on executive compensation required the
affirmative vote of a majority in
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon. Broker
non-votes were not treated as votes
cast. Abstentions were not counted as
votes for or against the proposal. As a
result of the vote disclosed above, the
advisory resolution on executive
compensation was approved by the
stockholders of the Company.
Proposal 4>- Approval of the
Amendment and Restatement of the
Abercrombie Fitch Co. Short-Term Cash
Incentive Compensation Performance
Plan:
Amendment and Restatement of the
Abercrombie Fitch Co. Short-Term Cash
Incentive Compensation Performance
Plan:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of Common
Stock |
40,493,487
|
2,157,077
|
54,750
|
11,192,510
|
|||||||
|
Registered Holders of Common
Stock |
5,320
|
6,516
|
|||||||||
|
Total
|
40,498,807
|
2,163,593
|
54,793
|
11,192,510
|
|||||||
The affirmative vote of a majority in
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon was required
for approval of the amendment and
restatement of the Abercrombie Fitch
Co. Short-Term Cash Incentive
Compensation Performance Plan. Broker
non-votes were not treated as votes
cast. Abstentions were treated as votes
cast and had the effect of votes
against the proposal. As a result of
the vote disclosed above, the amendment
and restatement of the Abercrombie
Fitch Co. Short-Term Cash Incentive
Compensation Performance Plan was
approved by the stockholders of the
Company.
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon was required
for approval of the amendment and
restatement of the Abercrombie Fitch
Co. Short-Term Cash Incentive
Compensation Performance Plan. Broker
non-votes were not treated as votes
cast. Abstentions were treated as votes
cast and had the effect of votes
against the proposal. As a result of
the vote disclosed above, the amendment
and restatement of the Abercrombie
Fitch Co. Short-Term Cash Incentive
Compensation Performance Plan was
approved by the stockholders of the
Company.
Proposal 5>- Approval of the
Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Plan:
Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Plan:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of Common
Stock |
40,538,941
|
2,107,465
|
58,908
|
11,192,510
|
|||||||
|
Registered Holders of Common
Stock |
7,611
|
4,232
|
|||||||||
|
Total
|
40,546,552
|
2,111,697
|
58,944
|
11,192,510
|
|||||||
The affirmative vote of a majority in
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon was required
for approval of the Abercrombie Fitch
Co. Long-Term Cash Incentive
Compensation Performance Plan. Broker
non-votes were not treated as votes
cast. Abstentions were treated as votes
cast and had the effect of votes
against the proposal. As a result of
the vote disclosed above, the
Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Performance Plan
was approved by the stockholders of the
Company.
voting interest of the stockholders of
the Company present in person or by
proxy and voting thereon was required
for approval of the Abercrombie Fitch
Co. Long-Term Cash Incentive
Compensation Performance Plan. Broker
non-votes were not treated as votes
cast. Abstentions were treated as votes
cast and had the effect of votes
against the proposal. As a result of
the vote disclosed above, the
Abercrombie Fitch Co. Long-Term Cash
Incentive Compensation Performance Plan
was approved by the stockholders of the
Company.
Proposal 6>- Approval of
Amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Directors to Authorize 400,000
Additional Shares and Explicitly
Prohibit the Current Payment of
Dividends in Any Form on Unvested
Equity Awards:
Amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Directors to Authorize 400,000
Additional Shares and Explicitly
Prohibit the Current Payment of
Dividends in Any Form on Unvested
Equity Awards:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of
Common Stock |
35,552,458
|
7,110,322
|
42,534
|
11,192,510
|
|||||||
|
Registered Holders of
Common Stock |
7,600
|
4,226
|
|||||||||
|
Total
|
35,560,058
|
7,114,548
|
42,587
|
11,192,510
|
|||||||
The affirmative vote of a majority in
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon was
required for approval of the
amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Directors. Broker non-votes were not
treated as votes cast. Abstentions
were treated as votes cast and had
the effect of votes against the
proposal. As a result of the vote
disclosed above, the amendments to
the Abercrombie Fitch Co. 2016
Long-Term Incentive Plan for
Directors to authorize 400,000
additional shares of Common Stock and
explicitly prohibit the current
payment of dividends in any form on
unvested equity awards, were approved
by the stockholders of the Company.
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon was
required for approval of the
amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Directors. Broker non-votes were not
treated as votes cast. Abstentions
were treated as votes cast and had
the effect of votes against the
proposal. As a result of the vote
disclosed above, the amendments to
the Abercrombie Fitch Co. 2016
Long-Term Incentive Plan for
Directors to authorize 400,000
additional shares of Common Stock and
explicitly prohibit the current
payment of dividends in any form on
unvested equity awards, were approved
by the stockholders of the Company.
Proposal 7>- Approval of
Amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Associates to Authorize 1,200,000
Additional Shares and Explicitly
Prohibit the Current Payment of
Dividends in Any Form on Unvested
Equity Awards:
Amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Associates to Authorize 1,200,000
Additional Shares and Explicitly
Prohibit the Current Payment of
Dividends in Any Form on Unvested
Equity Awards:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of
Common Stock |
39,292,615
|
3,364,069
|
48,630
|
11,192,510
|
|||||||
|
Registered Holders of
Common Stock |
7,577
|
4,247
|
|||||||||
|
Total
|
39,300,192
|
3,368,316
|
48,685
|
11,192,510
|
|||||||
The affirmative vote of a majority in
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon was
required for approval of the
amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Associates. Broker non-votes were not
treated as votes cast. Abstentions
were treated as votes cast and had
the effect of votes against the
proposal. As a result of the vote
disclosed above, the amendments to
the Abercrombie Fitch Co. 2016
Long-Term Incentive Plan for
Associates to authorize 1,200,000
additional shares of Common Stock and
explicitly prohibit the current
payment of dividends in any form on
unvested equity awards, were approved
by the stockholders of the Company.
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon was
required for approval of the
amendments to the Abercrombie Fitch
Co. 2016 Long-Term Incentive Plan for
Associates. Broker non-votes were not
treated as votes cast. Abstentions
were treated as votes cast and had
the effect of votes against the
proposal. As a result of the vote
disclosed above, the amendments to
the Abercrombie Fitch Co. 2016
Long-Term Incentive Plan for
Associates to authorize 1,200,000
additional shares of Common Stock and
explicitly prohibit the current
payment of dividends in any form on
unvested equity awards, were approved
by the stockholders of the Company.
Proposal 8>- Ratification of
Appointment of PricewaterhouseCoopers
LLP as the independent registered
public accounting firm of the Company
for the fiscal year ending February
3, 2018:
Appointment of PricewaterhouseCoopers
LLP as the independent registered
public accounting firm of the Company
for the fiscal year ending February
3, 2018:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
|||||||
|
Beneficial Holders of
Common Stock |
51,961,334
|
1,691,705
|
244,785
|
N/A
|
||||||
|
Registered Holders of
Common Stock |
10,948
|
N/A
|
||||||||
|
Total
|
51,972,282
|
1,692,628
|
244,793
|
N/A
|
||||||
The ratification of the appointment
of PricewaterhouseCoopers LLP as the
Companys independent registered
public accounting firm for the fiscal
year ending February 3, 2018 required
the affirmative vote of a majority in
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon.
Abstentions were not counted as votes
for or against the proposal. As a
result of the vote disclosed above,
the appointment of
PricewaterhouseCoopers LLP as the
Companys independent registered
public accounting firm for the fiscal
year ending February 3, 2018 was
ratified by the stockholders of the
Company.
of PricewaterhouseCoopers LLP as the
Companys independent registered
public accounting firm for the fiscal
year ending February 3, 2018 required
the affirmative vote of a majority in
voting interest of the stockholders
of the Company present in person or
by proxy and voting thereon.
Abstentions were not counted as votes
for or against the proposal. As a
result of the vote disclosed above,
the appointment of
PricewaterhouseCoopers LLP as the
Companys independent registered
public accounting firm for the fiscal
year ending February 3, 2018 was
ratified by the stockholders of the
Company.
Proposal 9>- Stockholder
Proposal Regarding “Proxy Access”:
Proposal Regarding “Proxy Access”:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker
Non-Votes
|
||||||||
|
Beneficial Holders of
Common Stock |
35,095,833
|
7,551,302
|
58,179
|
11,192,510
|
|||||||
|
Registered Holders of
Common Stock |
10,420
|
1,442
|
|||||||||
|
Total
|
35,106,253
|
7,552,744
|
58,196
|
11,192,510
|
|||||||
The approval of the stockholder
proposal required the affirmative
vote of a majority in voting
interest of the stockholders of the
Company present in person or by
proxy and voting on the proposal.
Abstentions and broker non-votes
were not counted as votes for or
against the stockholder proposal.
As a result of the vote disclosed
above, the stockholder proposal
regarding Proxy Access was approved
by the Companys stockholders.
proposal required the affirmative
vote of a majority in voting
interest of the stockholders of the
Company present in person or by
proxy and voting on the proposal.
Abstentions and broker non-votes
were not counted as votes for or
against the stockholder proposal.
As a result of the vote disclosed
above, the stockholder proposal
regarding Proxy Access was approved
by the Companys stockholders.
Item 9.01. Financial Statements and
Exhibits.
Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included
with, or incorporated by reference
into, this Current Report on Form
8-K:
with, or incorporated by reference
into, this Current Report on Form
8-K:
|
Exhibit No.
|
Description
|
|
|
10.1
|
Abercrombie Fitch Co.
Short-Term Cash Incentive Compensation Performance Plan (filed herewith) |
|
|
10.2
|
Abercrombie Fitch Co.
Long-Term Cash Incentive Compensation Performance Plan (filed herewith) |
|
|
10.3
|
Abercrombie Fitch Co.
2016 Long-Term Incentive Plan for Associates (as amended effective June 15, 2017), incorporated herein by reference to Exhibit 4.10 to the Companys Registration Statement on Form S-8 (Registration No. 333-218762) filed on June 15, 2017 |
|
|
10.4
|
Abercrombie Fitch Co.
2016 Long-Term Incentive Plan for Directors (as amended effective June 15, 2017), incorporated herein by reference to Exhibit 4.10 to the Companys Registration Statement on Form S-8 (Registration No. 333-218761) filed on June 15, 2017 |
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About ABERCROMBIE & FITCH CO. (NYSE:ANF)
Abercrombie & Fitch Co. (A&F) is a specialty retailer that operates stores and direct-to-consumer operations. Through these channels, the Company sells products, including casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters and outerwear; personal care products, and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. Its segments include Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister. A&F operates approximately 750 stores in the United States and over 180 stores outside of the United States. It operates Websites for each brand, both domestically and internationally. The Websites are available in over 10 languages, accepting over 30 currencies and shipping to over 120 countries. It sources merchandise through over 150 vendors located throughout the world, primarily in Asia and Central America.
