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Abercrombie & Fitch separates Chairman & CEO roles

January 29, 2014 (United States Of America)

Abercrombie & Fitch Co. announced that it has appointed Arthur C. Martinez, Terry Burman, and Charles R. Perrin to the Abercrombie & Fitch Board of Directors, effective immediately, and that it has separated the roles of Chairman of the Board and Chief Executive Officer. Mr. Martinez has been appointed Non-Executive Chairman.  Each of the new directors satisfies the independence standards of the New York Stock Exchange.

With the addition of Messrs. Martinez, Burman and Perrin, the Abercrombie & Fitch Board will expand to 12 members, all of whom are annually elected. As part of its commitment to being a leader in corporate governance practices, the Company also announced that its Board of Directors has determined to terminate the Company's Shareholder Rights Plan. 

Michael S. Jeffries, who has served as Chairman of the Board since 1996, will continue to serve as a Director and as the Company's Chief Executive Officer. In connection with the separation of the roles of Chairman and Chief Executive Officer, Craig Stapleton, who has served as Lead Independent Director since 2010, will no longer serve in that role but will continue to serve as a Director and as Chair of the Nominating and Board Governance Committee. 

Mike Jeffries, CEO, said, "I have strongly supported the significant corporate governance enhancements the Company has made in the past few years, and I am thrilled by the announcements we are making today. Arthur Martinez brings extensive sector expertise, deep boardroom experience, and valuable perspectives to the new role of Non-Executive Chairman.

“I am confident that he is the right choice to lead the Board of Abercrombie & Fitch as we execute against our strategic plans and move in to the next phase of the Company's growth. Terry Burman and Charlie Perrin also bring extensive boardroom and retail experience and, along with Arthur, will be outstanding additions to the Abercrombie & Fitch Board. I could not be more excited to welcome them to Abercrombie & Fitch."

Craig Stapleton, Chair of the Nominating and Board Governance Committee and former Lead Independent Director, said, "These significant changes demonstrate the Company's ongoing commitment to being a leader in corporate governance best practices and responding to shareholder concerns.

"The Company will continue to review additional corporate governance enhancements as part of this commitment. We are excited about the additions of Arthur, Terry and Charlie to the Board, all of whom are highly qualified and seasoned executives with distinguished track records of success."

Arthur Martinez said, "I am honored to join the Board of Abercrombie & Fitch and take on the role of Non-Executive Chairman. This is a company with iconic global brands, highly talented employees and tremendous potential.  I look forward to working with Mike, the other members of the Board, and the management team to build on the Company's brand positioning and global appeal, and create long-term value for shareholders."


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