- Current report filing (8-K)
February 16 2011 - 4:16PM
Edgar (US Regulatory)
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 16, 2011 (February 15, 2011)
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 of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6301 Fitch Path, New Albany, Ohio
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43054
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(614) 283-6500
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Not Applicable
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(Former name or former address if changed since last report.)
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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))
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On
February 15, 2011, the Board of Directors of Abercrombie & Fitch
Co. (the Registrant), upon the recommendation of the Nominating and Board
Governance Committee, elected Michael E. Greenlees and Kevin S. Huvane to the Board of Directors to serve as members of
the class of the Registrants Board of Directors whose terms expire at the 2013 Annual Meeting of Stockholders.
Although not required to, both Mr. Greenlees and Mr. Huvane will stand for election as nominees at the
Registrants 2011 Annual Meeting of Stockholders.
Michael E. Greenlees
Mr. Greenlees
has served since 2007 as Chief Executive Officer of Ebiquity Plc, a U.K.-based company that provides
data-driven insights to the global media and marketing community and is listed on the London Stock Exchanges AIM
market. Mr. Greenlees was one of the original founding partners of Gold Greenlees Trott, or GGT Group plc, an
international advertising and marketing group. GGT Group plc was listed on the London Stock Exchange in 1986 at which
time Mr. Greenlees became Chairman and Chief Executive Officer, a role he occupied for over 10 years until the
companys sale to Omnicom Group Inc., a holding company for a number of advertising and marketing services businesses,
in 1998. At that time, Mr. Greenlees joined the Board of
Directors of Omnicom Group Inc. and served as President and Chief
Executive of TBWA Worldwide, a subsidiary with offices in nearly 70 countries. In 2001, Mr. Greenlees became Executive
Vice President of Omnicom Group Inc., and served in that role until 2003. From 2004 to 2006, he served as Chief Executive
Officer of FastChannel Network, Inc., a software solutions business targeting the advertising and media community.
Mr. Greenlees was recommended to the Registrants Nominating and Board Governance Committee as a result of a
director search conducted by SpencerStuart.
Mr. Greenlees
has served on the boards of several public companies, including Omnicom Group Inc., Hewitt
Associates, Inc. and Ebiquity Plc. The Registrant believes that Mr. Greenlees public company experience in addition to
his significant experience as a chief executive officer will be valuable and fills a need identified by the
Registrants Board of Directors. In addition, as a U.K. native and current resident, Mr. Greenlees adds to the
Registrants international experience and profile.
Kevin S. Huvane
Mr. Huvane is a partner and Managing Director of Creative Artists Agency (CAA), a leading entertainment and sports
agency, based in Los Angeles with offices in New York, London, Nashville and Beijing. Mr. Huvane works in the Los
Angeles office and represents many of the worlds leading
actors, writers and directors in film, theatre and
television, including Tom Cruise, Julia Roberts, Sandra Bullock, Meryl Streep, Oprah Winfrey, Jennifer Aniston, Ryan
Seacrest and Halle Berry, among others. Among his many charitable activities, he is on the Board of Directors of the
Entertainment Industry Foundation, a leading charitable organization of the entertainment industry, and the National Board of Directors of Communities in Schools, a leading
dropout prevention organization.
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Mr. Huvane was introduced to the Registrants Nominating and Board Governance Committee by a member of management
and was vetted and considered by the Nominating and Board Governance Committee in a similar manner to Mr. Greenlees.
Given his role as a partner at CAA, Mr. Huvane has significant executive experience, which the Registrant believes
will be valuable. In addition, Mr. Huvane has broad-ranging knowledge of pop culture in the United States and around
the world, not only in the entertainment area but also in the areas of music, sports and fashion, which the Registrant
also believes will be beneficial.
The Registrant has determined that neither Mr. Greenlees nor Mr. Huvane or any of their respective immediate
family members has had (nor does any propose to have) a direct or indirect interest in any transaction in which the
Registrant or any of the Registrants 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 Registrants Board of Directors has also determined that each
of Messrs. Greenlees and Huvane 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 and that each
of Messrs. Greenlees and Huvane is financially literate as defined under the applicable rules and regulations of the
SEC. Messrs. Greenlees and Huvane, in their capacities as non-associate directors of the Registrant, will receive the
same compensation for 2011 as other non-associate directors of the Registrant.
Committee Assignments
In connection with the election of Messrs. Greenlees and Huvane to the Registrants Board of Directors, the Board
of Directors, upon the recommendation of the Registrants Nominating and Board Governance Committee, has realigned the
Registrants Board of Directors committee structure. From February 15, 2011 forward, the Registrants Board of
Directors committees will consist of the following individuals:
Audit Committee
James B. Bachmann (Chair)
Lauren J. Brisky
Michael E. Greenlees
Craig R. Stapleton
Compensation Committee
Lauren J. Brisky (Chair)
James B. Bachmann
Michael E. Greenlees
Kevin S. Huvane
Craig R. Stapleton
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Corporate Social Responsibility Committee
Archie M. Griffin (Chair)
Kevin S. Huvane
John W. Kessler
Elizabeth M. Lee
Executive Committee
John W. Kessler (Chair)
Michael S. Jeffries
Nominating and Board Governance Committee
Craig R. Stapleton (Chair)
Lauren J. Brisky
Archie M. Griffin
Mr. Stapleton continues to serve the Registrant as Lead Independent Director.
[Reminder of page intentionally left blank; signature on following page]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
ABERCROMBIE & FITCH CO.
Dated: February 16, 2011
By:
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s/ Ronald A. Robins, Jr.
Ronald A. Robins, Jr.
Senior Vice President, General Counsel and Secretary
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