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): March 10, 2006 (March 6, 2006)
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
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL AGREEMENT
Performance Targets for Cash Bonus
The Compensation Committee of the Board of Directors of Abercrombie & Fitch Co. (the
“Registrant”) on March 6, 2006 established the financial goals and incentive targets under the
Abercrombie & Fitch Co. Incentive Compensation Performance Plan (the “Plan”) for the semi-annual
cash incentive (i.e., bonus) award payable to the employees of the Registrant participating in the
Plan, including each of the Registrant’s named executive
officers, with respect to the first half of fiscal year
2006. Each participant’s incentive target is a percentage of the participant’s base salary and the
amount of the actual bonus payment could range from zero to double the incentive target, based upon
the extent to which the pre-established semi-annual financial goals are met or exceeded. The
financial goals under the Plan for the six-month operating season
ending on July 29, 2006 is based on the net income of the
Registrant during such period. The
incentive targets established for each of the named executive
officers are set forth below:
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| Name and Principal Position |
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Incentive Target (Percentage of Base Salary) |
Michael S. Jeffries, Chairman
& Chief Executive Officer
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120 |
% |
Diane Chang, Executive Vice
President — Sourcing
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75 |
% |
Leslee
K. Herro, Executive
Vice President — Planning and
Allocation
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75 |
% |
Thomas D. Mendenhall, Senior
Vice President & General
Manager, Abercrombie & Fitch & abercrombie
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50 |
% |
John W. Lough, Executive Vice
President, Distribution Center Logistics
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50 |
% |
2
Annual Base Salary Levels
The Compensation Committee on March 6, 2006, established new annual base salary levels for
each of the named executive officers, effective for fiscal year 2006, based on individual
performance assessments and market data. The annual base salary levels for fiscal year 2006 and
fiscal year 2005 for each of the named executive officers are set forth below:
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| Name and Principal Position |
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Fiscal Year |
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Annual Base Salary |
Michael S. Jeffries, Chairman & Chief
Executive Officer
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2006
2005
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$1,500,000
1,200,000 |
Diane Chang, Executive Vice President
— Sourcing
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2006
2005
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815,000
775,000 |
Leslee
K. Herro, Executive Vice
President — Planning and Allocation
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2006
2005
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815,000
775,000 |
Thomas D. Mendenhall, Senior Vice
President & General Manager, Abercrombie & Fitch & abercrombie
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2006
2005
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775,000
735,000 |
John W. Lough, Executive Vice
President, Distribution Center Logistics
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2006
2005
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575,000
550,000 |
Annual Equity Awards
The Compensation Committee
on March 6, 2006 granted annual equity awards under the 2005
Long-Term Incentive Plan for each of
the named executive officers (other than Mr. Jeffries who did
not receive any equity awards), effective for fiscal year 2006, based on
individual performance assessments and market data. The annual equity awards (in the form of
restricted stock and stock options) for each of the named executive officers (other than Mr.
Jeffries who did
not receive any equity awards) are set forth below:
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| Name and Principal Position |
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Restricted Shares |
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Stock Options |
Diane Chang, Executive Vice President
— Sourcing
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30,000 |
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50,000 |
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Leslee
K. Herro, Executive Vice
President — Planning and Allocation
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30,000 |
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50,000 |
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Thomas D. Mendenhall, Senior Vice
President & General Manager, Abercrombie & Fitch & abercrombie
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12,000 |
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20,000 |
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John W. Lough, Executive Vice
President, Distribution Center Logistics
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12,000 |
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20,000 |
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