Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2016, Jonathan E. Ramsden, who currently serves as Chief
Operating Officer of Abercrombie & Fitch Co. (the “Registrant”), informed the Registrant that he intends to step down from this position effective June 15, 2016. On May 2, 2016, the Registrant accepted
Mr. Ramsden’s resignation, consistent with the terms of his notice. Mr. Ramsden’s last day of employment with the Registrant and its subsidiaries will be June 15, 2016 (the “Termination Date”).
Under the terms of the agreement entered into by Abercrombie & Fitch Management Co. (“A&F Management”), a subsidiary of
the Registrant (collectively, A&F Management and the Registrant are referred to as the “Company”), and Mr. Ramsden, fully executed on July 7, 2015 (the “Ramsden Agreement”), Mr. Ramsden’s resignation will
be treated as a voluntary resignation from the Company without Good Reason. As a result, under the terms of the Ramsden Agreement: (i) the Company will pay Mr. Ramsden all accrued but unpaid compensation through the Termination Date;
(ii) on May 31, 2016, Tranche 2 of the aggregate of 92,807 restricted stock units granted to Mr. Ramsden as of July 7, 2015 (the “Special RSU Award”), which Tranche 2 covers 25% of the restricted stock units subject to
the Special RSU Award, will vest in accordance with the terms of the Ramsden Agreement; (iii) Tranche 3 of the Special RSU Award, which Tranche 3 covers 50% of the restricted stock units subject to the Special RSU Award, will be forfeited; and
(iv) the other outstanding equity awards held by Mr. Ramsden will vest (if at all) in accordance with the applicable award agreements and the Ramsden Agreement and any vested equity awards will not be forfeited and will remain exercisable
(if applicable) in accordance with the applicable award agreements.
The Ramsden Agreement imposes various restrictive covenants on
Mr. Ramsden, including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remain in effect in accordance with their terms. The non-competition covenant prohibits Mr. Ramsden from engaging in certain
activities for a period of 12 months after the termination of his employment. The non-solicitation covenant prohibits Mr. Ramsden from engaging in certain solicitation activities for a period of 24 months after the termination of his
employment.
The foregoing summary of the provisions of the Ramsden Agreement applicable to the termination of his employment by
Mr. Ramsden without Good Reason is qualified in its entirety by reference to the complete text of the Ramsden Agreement, which is incorporated herein by reference and a copy of which was included as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on July 9, 2015.
Effective on or before June 15, 2016, Mr. Ramsden’s responsibilities
will be assumed by other members of the Office of the Chairman who, in addition to Mr. Ramsden, include Arthur C. Martinez, Executive Chairman of the Board of the Registrant; Fran Horowitz, President and Chief Merchandising Officer of the
Registrant; Joanne C. Crevoiserat, Executive Vice President and Chief Financial Officer of the Registrant; and John M. Gabrielli, Senior Vice President of Human Resources of the Registrant.
A copy of the News Release issued by the Registrant on May 5, 2016 announcing that Mr. Ramsden intends to step down as Chief
Operating Officer of the Registrant is included with this Current Report on Form 8-K as Exhibit 99.1.