UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2009 (February 12, 2009)
ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12107
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31-1469076 |
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(State or other jurisdiction
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incorporation)
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(Commission File
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(IRS Employer Identification No.) |
6301 Fitch Path, New Albany, Ohio 43054
(Address of principal executive offices) (Zip Code)
(614) 283-6500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2009, the Registrant’s Board of Directors, upon the recommendation of the
Nominating and Board Governance Committee, elected Craig R. Stapleton to fill an existing vacancy
and to serve as a member of the Class of the Registrant’s Board of Directors whose terms expire at
the 2010 Annual Meeting of Stockholders. Upon the recommendation of the Nominating and Board
Governance Committee, the Registrant’s Board of Directors also named Mr. Stapleton to serve on the
Registrant’s Compensation Committee.
Mr. Stapleton served as United States ambassador to the Czech Republic from 2001 until 2004 and as
United States ambassador to France from 2005 until his resignation upon the inauguration of
President Obama. Mr. Stapleton received his B.A. and M.B.A. from Harvard, and served as President
of Marsh and McLennan Real Estate Advisors of New York from 1982 until his first ambassadorial
appointment. Mr. Stapleton was also co-owner of the Texas Rangers baseball team from 1989 until
1998.
The Registrant has determined that Mr. Stapleton and his immediate family members have not had (and
do not propose to have) a direct or indirect interest in any transaction in which the Registrant or
any of the Registrant’s subsidiaries was (or is proposed to be) a participant, that would be
required to be disclosed under Item 404(a) of SEC Regulation S-K. The Registrant’s Board of
Directors has also determined that Mr. Stapleton qualifies as an “independent director” for
purposes of the applicable sections of the Listed Company Manual of the New York Stock Exchange and
the applicable rules and regulations of the SEC. Mr. Stapleton, in his capacity as a non-associate
director of the Registrant, will receive the same compensation for 2009 as other non-associate
directors of the Registrant.
A copy of the press release issued by the Registrant on February 13, 2009 announcing the election
of Mr. Stapleton as a director is included as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a)-(c) Not applicable
(d) Exhibits:
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Description |
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99.1
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News Release issued by Abercrombie & Fitch Co. on February 13,
2009 related to the election of Craig R. Stapleton as a
director |
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