Abercrombie & Fitch nominates four directors; settles with Engaged

New Albany, Ohio -- Abercrombie & Fitch Co. will nominate for election to its board of directors four new independent director candidates: Bonnie R. Brooks, Sarah M. Gallagher, Diane L. Neal and Stephanie M. Shern. The board retained a third-party search firm to assist in the search process for new independent directors with relevant experience.

Incumbent directors Arthur C. Martinez, James B. Bachmann, Terry L. Burman, Michael E. Greenlees, Archie M. Griffin, Michael S. Jeffries, Charles R. Perrin and Craig R. Stapleton will stand for reelection at the 2014 annual meeting and the other four incumbent directors will not stand for reelection. With these changes, the Abercrombie & Fitch board will comprise 12 directors, 11 of whom are independent, seven of whom have been added since January 2014, and all of whom are elected annually.

As a result, Abercrombie and hedge fund Engaged Capital have entered into a settlement agreement pursuant to which Engaged Capital has agreed to withdraw its notice of nomination of directors for election and will vote its shares in support of all of the company’s director nominees at the 2014 annual meeting and abide by customary standstill provisions. Engaged had previously proposed five new director candidates, including Neal, saying the board needed new blood.


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