UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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¨   Preliminary Proxy Statement
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¨   Definitive Proxy Statement
þ   Definitive Additional Materials
¨   Soliciting Material under §240.14a-12

Abercrombie & Fitch Co.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 16, 2016.

 

 

ABERCROMBIE & FITCH CO.

 

 

 

 

ABERCROMBIE & FITCH CO.

P.O. BOX 182168

COLUMBUS, OH 43218

 

 

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Meeting Information

 

Meeting Type:              Annual Meeting

 

For holders as of:         April 18, 2016

 

Date:     June 16, 2016         Time:      10:00 a.m., EDT

 

   

Location:   Abercrombie & Fitch Co. Offices

                  6301 Fitch Path

                  New Albany, Ohio 43054

   

 

For meeting directions, please call: (614) 283-6751.

 

  

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

 


   

—  Before You Vote  —

How to Access the Proxy Materials

 

 
     

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 30, 2016

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these proxy materials, you MUST request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:         www.proxyvote.com

2) BY TELEPHONE:     1-800-579-1639

3) BY E-MAIL* :             sendmaterial@proxyvote.com

 

*   If requesting proxy materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 2, 2016 to facilitate timely delivery.

 

   
   

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

 

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Vote In Person:     Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.

 

   


                Voting Items                    

 

 

A.     Election of Directors

 

The Board of Directors recommends you vote “FOR” the election of each of the following nominees:

 

 

1a.    James B. Bachmann

 

1b.    Bonnie R. Brooks

 

1c.    Terry L. Burman

 

1d.    Sarah M. Gallagher

 

1e.    Michael E. Greenlees

 

1f.     Archie M. Griffin

 

1g.    Arthur C. Martinez

 

1h.    Charles R. Perrin

 

1i.     Stephanie M. Shern

 

1j.     Craig R. Stapleton

 

 

    

 

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B. Proposals

The Board of Directors recommends you vote “FOR” the approval of amendments to the Company’s Amended and Restated Bylaws to implement “proxy access” under Item 2, “FOR” the approval of the advisory resolution on executive compensation under Item 3, “FOR” the approval of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors in Item 4, “FOR” the approval of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates in Item 5, and “FOR” the proposal in Item 6:

 

2.

Approval of amendments to the Company’s Amended and Restated Bylaws to implement “proxy access”.

 

3.

Approval of advisory resolution on executive compensation.

 

4.

Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors.

 

5.

Approval of Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates.

 

6.

Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2017.

 

C.

Stockholder Proposal

The Board of Directors recommends you vote “AGAINST” the following proposal:

 

7.

Stockholder proposal on adoption of a policy regarding accelerated vesting of equity awards of senior executive officers upon a change in control, if the stockholder proposal is properly presented at the Annual Meeting.

 


 

  

 

 

 

  

 

 

 

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