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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washingt on, 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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Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

(614) 283-6500

April 26, 2017

Dear Fellow Stockholders:

You are cordially invited to attend the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. (the “Company”) to be held at 10:00 a.m., Eastern Daylight Time, on Thursday, June 15, 2017, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. We hope that you will be able to attend and participate in the Annual Meeting, at which time we will have the opportunity to review the business and operations of our Company.

Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, which you are urged to read carefully.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain stockholders on the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record at the close of business on April 17, 2017. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our stockholders on the Internet will allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.

It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. Accordingly, after reading the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly submit your proxy by telephone, Internet or mail as described in the Proxy Statement. If you submit your proxy over the Internet, you will have the opportunity to agree to receive future stockholder documents electronically via e-mail, and we encourage you to do so.

If you have any questions or require any assistance with voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, toll-free at (888) 750-5834 or directly at (412) 232-3651. Banks and brokers may call collect at (212) 750-5833.

LOGO

Arthur C. Martinez

Executive Chairman of the Board


Table of Contents

TABLE OF CONTENTS

PAGE

2017 PROXY STATEMENT SUMMARY

3

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

14

PROXY STATEMENT

16

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

17

PROPOSAL 1 — ELECTION OF DIRECTORS

24

Majority Vote Standard in Uncontested Director Election

24

Nominees

25

Certain Relationships and Related Person Transactions

33

Director Independence

35

Meetings of and Communications with the Board

36

Board Leadership Structure

37

Committees of the Board

40

Director Qualifications and Consideration of Director Candidates

44

Director Nominations

45

Directors Who Substantially Change Their Job Responsibility

46

Board Role in Risk Oversight

46

Compensation of Directors

48

Corporate Governance Guidelines

53

Code of Business Conduct and Ethics

53

Compensation and Organization Committee Interlocks and Insider Participation

53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

54

Section 16(a) Beneficial Ownership Reporting Compliance

56

PROPOSAL 2 —  ADVISORY VOTE ON THE FREQUENCY OF THE FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

57

Required Vote

57

PROPOSAL 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

58

Required Vote

58

COMPENSATION DISCUSSION AND ANALYSIS

58

Executive Summary

59

Compensation Process and Objectives

64

Fiscal 2016 Compensation Actions

65

Fiscal 2017 Compensation Actions

70

Role of the Compensation and Organization Committee

72

Compensation and Benefits Structure

73

REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE ON EXECUTIVE COMPENSATION

79

EXECUTIVE OFFICER COMPENSATION

80

Summary Compensation Table

80

Grants of Plan-Based Awards

82

Outstanding Equity Awards

83

Stock Options and Stock Appreciation Rights Exercised and Restricted Stock Units Vested

84

Nonqualified Deferred Compensation

84

Potential Payments Upon Termination or Change of Control

88

EQUITY COMPENSATION PLANS

96

PROPOSAL 4 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ABERCROMBIE  & FITCH CO. SHORT-TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN

98

Summary of the Short-Term Cash Incentive Plan

99

Plan Benefits

101

Required Vote

101

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PROPOSAL 5 — APPROVAL OF THE ABERCROMBIE  & FITCH CO. LONG-TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN

101

Summary of the Long-Term Cash Incentive Plan

102

Plan Benefits

106

Required Vote

106

PROPOSAL 6 — APPROVAL OF AMENDMENTS TO THE ABERCROMBIE  & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR DIRECTORS TO AUTHORIZE 400,000 ADDITIONAL SHARES AND EXPLICITLY PROHIBIT THE CURRENT PAYMENT OF DIVIDENDS IN ANY FORM ON UNVESTED EQUITY AWARDS

106

Purpose

107

Corporate Governance Practices

108

Summary of the 2016 Directors LTIP, as Proposed to be Amended

108

New Benefits Under the 2016 Directors LTIP

113

Aggregate Past Grants Under the 2016 Directors LTIP

114

U.S. Federal Income Tax Consequences

114

Required Vote

116

PROPOSAL 7 — APPROVAL OF AMENDMENTS TO THE ABERCROMBIE  & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR ASSOCIATES TO AUTHORIZE 1,200,000 ADDITIONAL SHARES AND EXPLICITLY PROHIBIT THE CURRENT PAYMENT OF DIVIDENDS IN ANY FORM ON UNVESTED EQUITY AWARDS

116

Section 162(m) of the Internal Revenue Code

118

Purpose

118

Corporate Governance Practices

118

Summary of the 2016 Associates LTIP, as Proposed to be Amended

119

New Benefits Under the 2016 Associates LTIP

126

Aggregate Past Grants Under the 2016 Associates LTIP

126

U.S. Federal Income Tax Consequences

127

Required Vote

129

AUDIT AND FINANCE COMMITTEE MATTERS

130

Report of the Audit and Finance Committee for Fiscal 2016

130

Pre-Approval Policy

131

Fees of Independent Registered Public Accounting Firm

132

PROPOSAL 8 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

132

Required Vote

133

PROPOSAL 9 — STOCKHOLDER PROPOSAL REGARDING “PROXY ACCESS”

133

Required Vote

135

STOCKHOLDER PROPOSALS FOR 2018 ANNUAL MEETING

135

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

136

FORWARD-LOOKING STATEMENTS

137

OTHER MATTERS

138

APPENDIX A — ABERCROMBIE  & FITCH CO. SHORT-TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN

A-1

APPENDIX B — ABERCROMBIE  & FITCH CO. LONG-TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN

B-1

APPENDIX C — ABERCROMBIE  & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR DIRECTORS [as proposed to be amended]

C-1

APPENDIX D — ABERCROMBIE  & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR ASSOCIATES [as proposed to be amended]

D-1

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2017 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

•  Time and Date

10:00 a.m., Eastern Daylight Time, June 15, 2017

•  Place

6301 Fitch Path

New Albany, Ohio 43054

•  Record Date

April 17, 2017

•  Voting

Stockholders as of the record date are entitled to one vote per share. Each share of Class A Common Stock, $0.01 par value per share (the “Common Stock”), is entitled to one vote for each director nominee and one vote with respect to each of the other proposals to be voted on.

•  How to Cast Your Vote

Even if you plan to attend the Annual Meeting in person, please vote as soon as possible and, in any event, prior to 11:59 p.m., Eastern Daylight Time, on June 14, 2017. You can vote in one of the following ways prior to the date of the Annual Meeting:

LOGO Internet

LOGO Telephone

LOGO Mail

Go to www.proxyvote.com : You can use the Internet 24 hours a day to transmit your voting instructions. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the web site and follow the instructions. Call 1-800-690-6903: You can use any touch-tone telephone. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions. If you received a printed copy of the proxy materials, you may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

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Meeting Agenda and Voting Matters

Board Vote Recommendation Page Reference
(for more detail)
Election of Ten Directors FOR EACH OF THE BOARD’S
NOMINEES
24
Other Management Proposals:

•    Advisory Vote on the Frequency of the Future Advisory Votes on Executive Compensation

EVERY 1 YEAR 57

•    Advisory Vote to Approve Executive Compensation

FOR 58

•    Approval of the Amendment and Restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan

FOR 98

•    Approval of the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan

FOR 101

•    Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to Authorize 400,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards

FOR 106

•    Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,200,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards

FOR 116

•    Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 3, 2018

FOR 132
Stockholder Proposal:

•    Adoption of a Proposal Regarding “Proxy Access”

FOR 133

Continued, Multi-Year Transition of Abercrombie & Fitch Leadership

From December 2014 to January 2017, the Company did not have a Chief Executive Officer or an Interim Chief Executive Officer. During this time, the Company was under the leadership of the Office of the Chairman, which was formed in December 2014 to allow for effective management of the Company during a transition in leadership. The Office of the Chairman consisted of senior leadership at the Company and was led by Arthur C. Martinez, the Executive Chairman of the Board, in his capacity as a representative of the Board of Directors of the Company (the “Board”). The Office of the Chairman was responsible for overseeing and providing strategic direction to management.

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On January 30, 2017, the Board approved the following leadership changes, effective February 1, 2017:

•

appointed Fran Horowitz to serve as the Chief Executive Officer of the Company and to serve on the Board and as a member of the Executive Committee of the Board;

•

appointed Joanne C. Crevoiserat to serve as the Chief Operating Officer of the Company, in addition to her role as Executive Vice President and Chief Financial Officer of the Company;

•

dissolved the Office of Chairman; and

•

provided that all officers of the Company who had reported to Mr. Martinez while he was leading the Office of the Chairman in his capacity as the representative of the Board, would now report directly to Ms. Horowitz.

The Board also determined that it would be in the best interest of the Company for Mr. Martinez to continue to serve as Executive Chairman of the Board, in conjunction with the appointment of Ms. Horowitz as the Chief Executive Officer of the Company, until such date as may be later determined by the Nominating and Board Governance Committee and the Board. In connection with his continued service as the Executive Chairman of the Board, on February 15, 2017, the Board, based on a recommendation from the Nominating and Board Governance Committee, delegated additional duties to Mr. Martinez as permitted under the Company’s Corporate Governance Guidelines.

On March 27, 2017, the Board appointed Terry L. Burman to serve as Lead Independent Director. Mr. Burman has specific duties and responsibilities that are intended to provide independent Board leadership complementing that of Mr. Martinez as the Executive Chairman of the Board.

Fiscal 2016 Financial Results

Our financial results for Fiscal 2016 fell short of our expectations during what was, and continues to be, a challenging operating environment for our industry. That said, our efforts to create a more customer-centric and consistent voice, product and experience for the Hollister brand have been well received by consumers and contributed to the brand’s comparable store sales growth in the fourth quarter. While our efforts to revitalize the Abercrombie brand have not yet met the same success, the lessons learned at Hollister are now being applied at the Abercrombie brand as well.

Fiscal 2016 also marked significant progress across a number of our strategic priorities for both brands. We continued to make significant investments in our product, stores, people and processes with the aim to better position the Company for improved future performance. Efforts to improve consumer engagement have allowed us to better understand what inspires our customers and have informed efforts to evolve the identities for each of our brands, as well as allowing us to improve product assortment and merchandising. Store closures and remodels, channel optimization initiatives, and ongoing investments in direct-to-consumer and omnichannel capabilities have kept us nimble in, and responsive to, the evolving retail landscape.

For Fiscal 2017, we continue to manage the business with an eye toward disciplined investment across these strategic priorities — balancing top-line growth initiatives with efforts to improve operating efficiency that will drive incremental bottom-line results.

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Election of Directors to One-Year Term

Director Election: Ten directors are to be elected at the Annual Meeting. Each director nominee is to be elected to our Board for a one-year term and will be eligible for re-election to our Board in 2018.

Majority Voting Standard Applies: The Annual Meeting is expected to be uncontested with respect to the election of directors. As a result, each director nominee must be elected by a majority of the votes cast ( i.e. , the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Broker non-votes and abstentions will not be treated as votes cast.

Upon the unanimous recommendation of the Nominating and Board Governance Committee, the Board has unanimously nominated the following nominees for election as directors at the Annual Meeting:

Name

Age

Director
Since

James B. Bachmann
Chair of the Audit and Finance Committee
Independent Director

74 2003

Bonnie R. Brooks
Independent Director

63 2014

Terry L. Burman
Lead Independent Director
Chair of the Nominating and Board Governance
Committee
Independent Director

71 2014

Sarah M. Gallagher
Independent Director

65 2014

Michael E. Greenlees
Chair of the Compensation and Organization
Committee
Independent Director

70 2011

Archie M. Griffin
Chair of the Corporate Social Responsibility
Committee
Independent Director

62 2000

Fran Horowitz
Chief Executive Officer

53 2017

Arthur C. Martinez
Executive Chairman of the Board
Chair of the Executive Committee
Independent Director

77 2014

Charles R. Perrin
Independent Director

71 2014

Stephanie M. Shern
Independent Director

69 2014

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Please see the description of the respective backgrounds of the Nominees beginning on page 25 of the Proxy Statement under the caption “Nominees.” We believe that the Nominees bring particular expertise, leadership skills and institutional knowledge that make them invaluable to the Company. In particular:

•

Mr. Bachmann serves as the Chair of our Audit and Finance Committee and as a member of our Corporate Social Responsibility Committee and our Executive Committee. He currently serves as the Lead Independent Director and Chair of the Audit Committee of Lancaster Colony Corporation. His significant public company accounting and financial expertise, thorough review of the financial and risk management issues applicable to the Company and diligent engagement with management have helped the Company navigate the increasingly complex financial and risk management issues we face.

•

Ms. Brooks serves as a member of our Nominating and Board Governance Committee. She most recently served as Vice Chair of Hudson’s Bay Company, an international retailer based in Toronto, Canada. Ms. Brooks brings to the Board substantial experience in the retail industry, having served as chief executive officer and president of three large companies operating branded and upscale department stores in the United States, Canada, Europe and Asia. In addition, as a native and current resident of Canada having tenure with Canada-based, Asia-based and European-based retailers, Ms. Brooks provides the Company with additional expertise with respect to the nuances of conducting retail operations in international markets. In addition to her retail market operational expertise, Ms. Brooks’ public company board experience makes her highly qualified to serve as a director of the Company.

•

Mr. Burman has served as the Lead Independent Director of the Company since March 27, 2017. He also serves as the Chair of our Nominating and Board Governance Committee and as a member of our Compensation and Organization Committee. He currently serves as Chairman of the Board of Tuesday Morning Corporation, a closeout retailer of upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts in the United States. His experience as a chief executive officer in the retail industry, his significant international management experience, and his general business and financial acumen are very valuable to the Company and provide the Board with important insight into specialty retail industries as well as strategy and business development.

•

Ms. Gallagher serves as a member of our Corporate Social Responsibility Committee and our Nominating and Board Governance Committee. She most recently served as Executive Chairperson of the Rebecca Taylor woman’s fashion brand. Ms. Gallagher’s over 40 years of retail experience, including more than 30 years with Fortune 500 brands, and status as one of the early movers in the e-Commerce space with more than 15 years of service in that aspect of the retail business, bring valuable expertise and insight to the Board as the Company continues to expand its focus on direct-to-consumer business opportunities, both within the United States and internationally.

•

Mr. Greenlees serves as the Chair of our Compensation and Organization Committee and as a member of our Audit and Finance Committee. He most recently served as a member of the Board of Directors and as an Executive Director of Ebiquity plc, a U.K.-based company that provides data-driven insights to the global media and marketing community, after having served as Chief Executive Officer of Ebiquity plc from 2007 to December 2015. Mr. Greenlees’ experience in the role of Chief Executive Officer of Ebiquity plc and service with several public companies, in addition to his significant experience within the global media and marketing community, are very valuable to the Company. In addition, as a U.K. native and current resident, Mr. Greenlees adds to the Company’s international experience and profile.

•

Mr. Griffin serves as the Chair of our Corporate Social Responsibility Committee and as a member of our Nominating and Board Governance Committee. Mr. Griffin is one of the most well-respected and well-recognized individuals in the State of Ohio, currently serving as Senior Advisor within the Office of Advancement at The Ohio State University. Mr. Griffin’s experience on the Board and institutional knowledge of the Company are also valuable.

•

Ms. Horowitz has served as the Chief Executive Officer of the Company and a member of our Executive Committee since February 1, 2017. Prior thereto, she had served as President & Chief Merchandising Officer for all brands of the Company since December 21, 2015 and was a member of

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the Office of the Chairman of the Company from December 2014 until the Office of the Chairman of the Company was dissolved, effective February 1, 2017. As the principal executive officer of the Company, Ms. Horowitz brings to the Board not only more than 30 years of retail experience but also critical knowledge of the Company’s operations. In electing Ms. Horowitz as Chief Executive Officer and a director of the Company, the Board recognized the leadership she has shown in the turnaround for the Company’s Hollister brand and in energizing the Company’s associates around important cultural values, a customer-centric mindset and a commitment to ensuring the Company’s success. Her efforts have earned her the respect of both the Board and associates throughout the Company’s global operations which will serve the Company and the Board well as she leads the Company forward.

•

Mr. Martinez has served as the Chairman of the Board of the Company since January 27, 2014 and currently serves as the Executive Chairman of the Board of the Company (also referred to as the Company Chairman), a position he has held since December 8, 2014. He also serves as Chair of our Executive Committee. Mr. Martinez was a member of the Office of the Chairman of the Company (serving as the representative of the Board) until the Office of the Chairman of the Company was dissolved, effective February 1, 2017. His significant experience working in the retail industry and advising and counseling members of senior management makes him a valuable resource to our executive officers. As a result of his significant professional experience with Sears, Roebuck and Co. and Saks Fifth Avenue, Inc. in the retail environment, Mr. Martinez is very familiar with issues related to business strategy, leadership, marketing, finance and operations faced by the Company. Mr. Martinez’s service on the boards of several leading public companies enables him to provide critical corporate governance, compliance and compensation insights as well as ensure that the Company’s Board meetings are efficiently and effectively run.

•

Mr. Perrin serves as a member of our Audit and Finance Committee and our Compensation and Organization Committee. He currently serves as a director of Campbell Soup Company. Mr. Perrin brings to the Board substantial experience in and perspective on consumer marketing, business operations and the packaged goods industry. Mr. Perrin served in leadership positions at The Warnaco Group, Inc., Avon Products, Inc. and Duracell International, Inc. His extensive background in retail, sales and marketing are very valuable to the Company.

•

Mrs. Shern serves as a member of our Audit and Finance Committee. Previously, she was the Vice Chairman and a Partner with Ernst & Young LLP (“EY”), a member of EY’s board and management committee and the Global Director of Retail and Consumer Products. Mrs. Shern spent a significant portion of her nearly 40-year career focused on retail and consumer industries in both the United States and abroad. As a result, she has very strong leadership, international, marketing/consumer industry and retail experience. As a CPA and Chair of the Audit Committee of GameStop Corp., the former Chair and a current member of the Audit Committee of Koninklijke AholdDelhaize N.V. (Royal AholdDelhaize), and the former Chair of the Audit and Finance Committee of The Scotts Miracle-Gro Company, Mrs. Shern has extensive financial experience.

Other Company Proposals

•

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation: We are asking stockholders to support our recommendation of the continuation of annual “Say on Pay” votes. The Board recommends a vote for “EVERY 1 YEAR” because we believe that an advisory vote every year allows stockholders the opportunity to provide the Company with more direct and immediate feedback on our compensation disclosures.

•

Advisory Vote to Approve Executive Compensation: We are asking stockholders to approve an advisory resolution on the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. The Board recommends a vote “FOR” this proposal because we believe the Company’s executive compensation policies and practices are effective in aligning the interests of our executive officers with the achievement of our financial goals and the creation of long-term stockholder value.

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•

Approval of the Amendment and Restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan: We are asking stockholders to approve the amendment and restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan for purposes of preserving the tax deductibility of annual cash incentive payments as “performance-based compensation.” If such approval is not obtained, the Company would still expect to have an annual cash incentive component within its compensation program for senior management; however, any such annual cash incentive payments would no longer be deductible for federal income tax purposes. The Board recommends a vote “FOR” this proposal.

•

Approval of the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan: We are asking stockholders to approve the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan for purposes of preserving the tax deductibility of long-term cash incentive payments as “performance-based compensation.” The Board recommends a vote “FOR” this proposal.

•

Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to Authorize 400,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards: We are asking stockholders to approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors (the “2016 Directors LTIP”) to authorize 400,000 additional shares of Common Stock and explicitly prohibit the current payment of dividends in any form on unvested equity awards. The Board recommends a vote “FOR” this proposal because we believe that it is important to continue to offer equity as a part of the compensation program for our non-associate directors to reinforce alignment with our stockholders. Due to the unexpected decrease in the fair market value of the Company’s Common Stock, additional shares are needed to continue to make grants consistent with historic grant practices. No changes to the 2016 Directors LTIP are proposed for consideration by the stockholders at the Annual Meeting other than the increase in the authorized number of shares of Common Stock and the explicit prohibition on the current payment of dividends in any form on unvested equity awards.

•

Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,200,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards: We are asking stockholders to approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (the “2016 Associates LTIP”) to authorize 1,200,000 additional shares of Common Stock and explicitly prohibit the current payment of dividends in any form on unvested equity awards. The Board recommends a vote “FOR” this proposal to enable the Company to continue to pay competitively and assist in attracting, retaining and motivating highly talented executives and associates. Due to the unexpected decrease in the fair market value of the Company’s Common Stock, additional shares are needed to continue to make grants consistent with historic grant practices. No changes to the 2016 Associates LTIP are proposed for consideration by the stockholders at the Annual Meeting other than the increase in the authorized number of shares of Common Stock and the explicit prohibition on the current payment of dividends in any form on unvested equity awards.

•

Ratification of Appointment of Independent Registered Public Accounting Firm: As a matter of good governance, we are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2018. The Board recommends a vote “FOR” this proposal.

Stockholder Proposal

•

Adoption of Proposal Regarding “Proxy Access”: We expect that the Comptroller of the City of New York, in the capacity as the custodian and a trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers’ Retirement System, and the New York City Police Pension Fund, and as the custodian of the New York City Board of Education Retirement System, will present a proposal at the Annual Meeting regarding “proxy access.” The Board recommends a vote “FOR” this proposal.

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Ongoing Stockholder Engagement

The Company continued to have extensive dialogue with our stockholders in the fiscal year ended January 28, 2017 (“Fiscal 2016”). Over the past twelve months, the Company estimates that it held discussions with stockholders who, in the aggregate, represented at least 50% of the shares of Common Stock eligible to be voted at the Annual Meeting. The Company expects to continue such discussions prior to the Annual Meeting and, as a matter of policy and practice, fosters and encourages engagement with our stockholders on compensation and other matters on an ongoing basis.

Executive Compensation Highlights

We believe that our executive compensation policies and practices appropriately align the interests of our executive officers with the achievement of our financial goals and the creation of long-term stockholder value. They reflect a continued focus on performance and support the Company’s transition to a brand-based organization. We offer compensation opportunities that are: (i) competitive with those offered by similar specialty retail organizations and other companies with which the Company competes for high caliber executive talent; and (ii) delivered in a mix of programs and vehicles that emphasize “at risk” components of pay, that are only earned upon the achievement of rigorous performance goals.

In evaluating this year’s “Say on Pay” proposal, we recommend that you review our “COMPENSATION DISCUSSION AND ANALYSIS” section that begins on page 58 of the Proxy Statement, which explains how and why the Compensation and Organization Committee arrived at its executive compensation decisions for Fiscal 2016 and beyond.

Following high stockholder support at the 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) and the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) — stockholders representing over 98% and 96% of the votes cast voted in favor of the Company’s executive compensation program at the 2015 Annual Meeting and the 2016 Annual Meeting, respectively — the Compensation and Organization Committee elected to maintain the basic design of the core elements of the executive compensation programs with two modest changes:

Program

Changes for Fiscal 2016

Rationale

Annual Cash Incentive

Adopted a formalized structure for the use of forward-looking strategic drivers in the measurement of Company performance. These drivers are directly linked to the Company’s strategic priorities and are considered to be leading indicators of future financial performance.

Company performance will continue to be based on a retrospective assessment of EBIT performance (weighted 30% for Spring and 70% for Fall, the same basis as is used for the broad-based population).

The resulting Company score will be adjusted up or down by up to 20%, based on the Compensation and Organization Committee’s assessment of performance on the set of forward-looking strategic drivers.

To provide added focus on the measures which support future brand health and improved financial performance
Long-Term Incentive

Long-term incentive awards to the Leadership Team were granted 50% in the form of Performance Share Awards (“PSAs”) and 50% in the form of time-vested Restricted Stock Units (“RSUs”) with a Section 162(m) performance hurdle.

Previously, the Leadership Team long-term incentives were granted in a mix of PSAs, RSUs and Stock Appreciation Rights (“SARs”).

To balance long-term performance with retention considerations

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Below we provide a summary overview of our pay program in Fiscal 2016:

Base Salary

•

Base salaries are reviewed annually in March and upon a significant change in an executive officer’s role.

•

For Fiscal 2016, Ms. Horowitz received an increase of 11% following her promotion to President & Chief Merchandising Officer, and Ms. Crevoiserat received an increase of 12% following her appointment to the Office of the Chairman.

•

The other NEOs did not receive a salary increase in Fiscal 2016.

Annual Cash Incentive Program

LOGO

•

Company performance is based on a retrospective assessment of EBIT performance (weighted 30% for Spring and 70% for Fall, the same basis as is used for the broad-based population).

•

The resulting Company score may be adjusted up or down, by up to 20%, based on an assessment of forward-looking, strategic drivers that are directly linked to the Company’s strategic priorities, and are considered to be leading indicators of future financial performance.

•

No annual cash incentive payments were made for Fiscal 2016 as Adjusted EBIT performance was achieved below the threshold performance level.

Long-Term Incentives

LOGO

•

Long-term incentive awards to the Leadership Team were granted 50% in the form of PSAs and 50% in the form of time-vested RSUs with a Section 162(m) performance hurdle.

•

The final measurement period of the Fiscal 2014-Fiscal 2016 PSA cycle was completed in Fiscal 2016, and it was determined that performance for all tranches of these awards was achieved below threshold. As such, all underlying shares of Common Stock were forfeited.

Annual Cash Incentive Program Retrospective Financial Performance (Adjusted EBIT) MODIFIED BY Forward-Looking Strategic Drivers (Scorecard) MODIFIED BY Individual Performance Long-Term Incentives 50% Performance Share Awards (PSAs) Cliff vest at end of 3-year period based on continued service and achievement against pre-established financial goals 50% Restricted Stock Units (RSUs) Vest ratably over 4-year period based on continued service and subject to Section 162(m) performance hurdle ROIC (50%) 3-year average annual result Relative TSR (50%) Measured against S&P Retail Select Industry Index over 3-year period

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Pay for Performance Alignment

As discussed beginning on page 61 of the Proxy Statement under the caption “COMPENSATION DISCUSSION AND ANALYSIS — Executive Summary — Pay for Performance Culture,” Fiscal 2016 was a year of tremendous change as the Company continued to reposition its brands during a difficult retail climate and amid significant changes in leadership.

The Company’s compensation programs are closely aligned with the Company’s performance. No annual cash incentive payments were made for Fiscal 2016, reflecting the Compensation and Organization Committee’s evaluation of Company financial performance, which was below the threshold performance level.

Performance periods associated with the outstanding Fiscal 2015-Fiscal 2017 and Fiscal 2016-Fiscal 2018 PSA cycles have not been completed, but were trending below threshold at the end of Fiscal 2016. For the Fiscal 2014-Fiscal 2016 PSA cycle, the final measurement period was completed in Fiscal 2016, and it was determined that performance for all tranches of these awards was achieved below threshold. As a result, all underlying shares of Common Stock were forfeited.

•

Relative Total Stockholder Return (“TSR”) for Fiscal 2014-Fiscal 2016 was below threshold;

•

Average Return on Equity (“ROE”) for Fiscal 2014-Fiscal 2016 was below threshold;

•

Improvement in EBIT Margin (“EBIT Margin Improvement”) for Fiscal 2016 was below threshold; and

•

As previously disclosed, EBIT Margin Improvement for each of Fiscal 2014 and Fiscal 2015 was below threshold.

Fiscal 2016 Annual Cash Incentive Program

Status of Outstanding PSA Cycles

LOGO

Fiscal 2014 —

Fiscal 2016

LOGO

•  3-year Relative TSR (33%)

•  3-year ROE (33%)

•  Annual EBIT Margin Improvement (11% each year)

All tranches forfeited

Fiscal 2015 —

Fiscal 2017

LOGO

•  3-year Relative TSR (50%)

•  3-year Average ROIC (50%)

Trending below threshold

•  Company Adjusted EBIT results for Spring (30%) and Fall (70%) seasons fell below the pre-established threshold

•  No adjustments were made for strategic, operational or individual performance

Fiscal 2016 —

Fiscal 2018

LOGO

•  3-year Relative TSR (50%)

•  3-year Average ROIC (50%)

Trending below threshold

Our Commitment to Best Practices in Corporate Governance

In addition to the changes in our organization and in our executive compensation programs discussed above, we have made many changes to our policies and practices related to corporate governance and executive compensation in recent years and consistently seek to follow best practices in corporate governance. We have:

•

Adopted majority voting in uncontested director elections.

•

Adopted the phased declassification of our Board, which was completed at the 2014 Annual Meeting of Stockholders.

•

Adopted stock ownership guidelines for executive officers and directors.

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•

Adopted a director resignation policy.

•

Adopted a director retirement policy.

•

Recommended, and our stockholders adopted, an annual “Say on Pay” vote.

•

Implemented a stringent “clawback” policy that allows the Company to seek repayment of any incentive amounts that were erroneously paid, without any requirement of misconduct on the part of the plan participant.

•

Implemented a comprehensive derivatives and hedging policy as well as an anti-pledging policy that prohibits directors and officers, among others, from hedging and pledging any equity securities of the Company held by them.

•

Adopted a director confidentiality policy.

•

Accelerated the expiration of the Company’s preferred stock purchase rights from the close of business on July 16, 2018 to the close of business on January 28, 2014.

•

Established an Enterprise Risk Management Committee comprised of senior management of the Company.

•

Enhanced the indemnification protection provided for the Company’s executive officers and directors through indemnification agreements that supplement the indemnification provisions in the Company’s organizational documents, as permitted under the Delaware General Corporation Law.

•

Expanded the scope of persons considered to be “related persons” subject to the Abercrombie & Fitch Co. Related Person Transaction Policy to include, in addition to executive officers, directors and director nominees of the Company (as well as their immediate family members), other associates of the Company or of one of the Company’s subsidiaries determined by the Company’s General Counsel, with input from the Company’s Chief Ethics and Compliance Officer, to significantly influence the management or operating policies of the Company (as well as their immediate family members).

•

Implemented the “Notice & Access” framework for delivery of proxy materials to stockholders in connection with the solicitation of proxies on behalf of our Board for use at the 2016 Annual Meeting and the 2017 Annual Meeting.

•

Appointed a Lead Independent Director with specific duties and responsibilities intended to provide independent Board leadership complementing that of the Executive Chairman of the Board.

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Abercrombie & Fitch Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 26, 2017

TO OUR STOCKHOLDERS:

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Abercrombie & Fitch Co. (the “Company”) will be held at the offices of the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday, June 15, 2017, at 10:00 a.m., Eastern Daylight Time, for the following purposes:

1.  To elect ten directors, each to serve for a term of one year to expire at the 2018 Annual Meeting of Stockholders.

2.  To conduct an advisory vote on the frequency of future advisory votes on executive compensation.

3.  To conduct an advisory vote to approve executive compensation.

4.  To approve the amendment and restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan.

5.  To approve the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan.

6.  To approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to authorize 400,000 additional shares and explicitly prohibit the current payment of dividends in any form on unvested equity awards.

7.  To approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 1,200,000 additional shares and explicitly prohibit the current payment of dividends in any form on unvested equity awards.

8.  To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2018.

9.  To consider one stockholder proposal, if the stockholder proposal is properly presented for consideration at the Annual Meeting.

10.  To transact any other business which properly may be brought before the Annual Meeting.

The Proxy Statement accompanying this Notice of Annual Meeting of Stockholders describes each of these items in detail. The Company has not received notice of any other matters that properly may be presented at the Annual Meeting.

Only stockholders of record at the close of business on April 17, 2017, the date established by the Company’s Board of Directors as the record date, are entitled to receive notice of, and vote at, the Annual Meeting. All stockholders are invited to attend the Annual Meeting, although only stockholders of record will be entitled to vote at the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 26, 2017 to stockholders of record at the close of business on April 17, 2017. The Notice contains information on how to access our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, and the form of proxy on the Internet, as well as instructions on how to request a paper copy of the proxy materials.

LOGO

Robert E. Bostrom

Senior Vice President, General Counsel

and Corporate Secretary

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YOUR VOTE IS IMPORTANT

Before you vote , access the proxy materials in one of the following ways prior to the Annual Meeting:

To view Online: Have available the information that is printed in the box marked by the arrow LOGO provided in your Notice and visit: www.proxyvote.com . You may visit www.proxyvote.com 24 hours a day, seven days a week, prior to 11:59 p.m., Eastern Daylight Time, on June 14, 2017.

To request and receive a PAPER or E-MAIL copy:

You MUST request a paper or e-mail copy of the proxy materials. 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 you request proxy materials by e-mail, please send a blank e-mail including in the subject line the information that is printed in the box marked by the arrow LOGO provided in your Notice. 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 1, 2017 to facilitate timely delivery of the proxy materials.

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Abercrombie & Fitch Co.

6301 Fitch Path

New Albany, Ohio 43054

(614) 283-6500

PROXY STATEMENT

Dated April 26, 2017

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 15, 2017

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Abercrombie & Fitch Co. (the “Company”) for use at the 2017 Annual Meeting of Stockholders to be held at the offices of the Company located at 6301 Fitch Path, New Albany, Ohio 43054, on Thursday, June 15, 2017, at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting” or the “2017 Annual Meeting”). On or about April 26, 2017, we began mailing to holders of record of shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the close of business on April 17, 2017, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Notice of Annual Meeting of Stockholders, this Proxy Statement, the form of proxy and our Annual Report on Form 10-K for the fiscal year ended January 28, 2017 (“Fiscal 2016”) over the Internet.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor using the contact information listed below:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call Toll-Free: (888) 750-5834 (from the United States and Canada)

Stockholders May Call: (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Thursday, June 15, 2017 at 10:00 a.m., Eastern Daylight Time, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. The purposes of the Annual Meeting are set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. All references in this Proxy Statement to the “Company,” “we,” “us,” “our” or “Abercrombie & Fitch” refer to Abercrombie & Fitch Co.

Why am I being provided this Proxy Statement?

We are required by the Securities and Exchange Commission (the “SEC”) to give you, or provide you access to, this Proxy Statement because our Board is soliciting your proxy to vote your shares of Common Stock at the Annual Meeting. The Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote shares of Common Stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy, a form of proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Joanne C. Crevoiserat and Robert E. Bostrom have been designated on behalf of the Board as the proxies to cast the vote of the Company’s stockholders at the Annual Meeting.

What are the voting requirements for the proposals to be acted upon at the Annual Meeting and discussed in this Proxy Statement?

At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. Specifically, stockholders will be asked to: (1) elect ten directors to the Board; (2) specify the frequency of the future advisory votes on executive compensation; (3) approve the advisory resolution on executive compensation; (4) approve the amendment and restatement of the Abercrombie & Fitch Co. Short-Term Incentive Compensation Performance Plan; (5) approve the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan; (6) approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to authorize 400,000 additional shares and explicitly prohibit the current payment of dividends in any form on unvested equity awards; (7) approve amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to authorize 1,200,000 additional shares and explicitly prohibit the current payment of dividends in any form on unvested equity awards; (8) ratify the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company for the fiscal year ending February 3, 2018 (“Fiscal 2017”); and (9) consider and vote upon one stockholder proposal, if the stockholder proposal is properly presented for consideration at the Annual Meeting.

Proposal 1 — Election of Directors

The Company and our stockholders have implemented majority voting for uncontested director elections, which the Board expects to be the case at the Annual Meeting. In an uncontested election of directors, each nominee must be elected by a majority of the votes cast ( i.e., the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Broker non-votes and abstentions will not be treated as votes cast.

Proposal 2 — Advisory Vote on the Frequency of the Future Advisory Votes on Executive Compensation

Stockholders will be able to specify one of four choices for this proposal on the form of proxy: one year; two years; three years; or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. This advisory vote is non-binding, but the Board and the Compensation and Organization Committee will give careful consideration to the results of voting on this proposal. The non-binding vote on the

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frequency of the future advisory votes on executive compensation requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes for any of the choices under the proposal.

Proposal 3 — Advisory Vote to Approve Executive Compensation

This advisory vote is non-binding but the Board and our Compensation and Organization Committee will give careful consideration to the results of voting on this proposal. The approval of the advisory resolution on executive compensation requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes “FOR” or “AGAINST” the proposal.

Proposal 4 — Approval of the Amendment and Restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan

Approval of the amendment and restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast and will have the effect of a vote “AGAINST” the proposal.

Proposal 5 — Approval of the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan

Approval of the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast and will have the effect of a vote “AGAINST” the proposal.

Proposal 6 — Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors to Authorize 400,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards

The approval of the proposed amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors (also referred to as the “2016 Directors LTIP”) to authorize 400,000 additional shares of Common Stock and explicitly prohibit the current payment of dividends in any form on unvested equity awards, requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast and will have the effect of a vote “ AGAINST” the proposal.

Proposal 7 — Approval of Amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates to Authorize 1,200,000 Additional Shares and Explicitly Prohibit the Current Payment of Dividends in Any Form on Unvested Equity Awards

The approval of the proposed amendments to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (also referred to as the “2016 Associates LTIP”) to authorize 1,200,000 additional shares of Common Stock and explicitly prohibit the current payment of dividends in any form on unvested equity awards, requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Broker non-votes will not be treated as votes cast. Abstentions will treated as votes cast and will have the effect of a vote “ AGAINST” the proposal.

Proposal 8 — Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2018 (“Fiscal 2017”) requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Abstentions will not be counted as votes “FOR” or “AGAINST” the proposal.

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Proposal 9 — Stockholder Proposal Regarding “Proxy Access”

The approval of the stockholder proposal described under the caption “ PROPOSAL 9 — STOCKHOLDER PROPOSAL REGARDING ‘ PROXY ACCESS ’ ” requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting on the proposal. Abstentions and broker non-votes will not be counted as votes “ FOR ” or “ AGAINST ” the stockholder proposal.

What are the Board’s recommendations for the proposals to be acted upon at the Annual Meeting and how will my shares be voted?

Subject to revocation, all forms of proxy that are properly completed and timely received will be voted in accordance with the instructions you give. If no instructions are given (except in the case of broker non-votes), the persons named as proxies will vote the shares of Common Stock in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•

“FOR” the election of each of the ten director nominees listed under the caption “PROPOSAL 1 — ELECTION OF DIRECTORS,” beginning on page 24 of this Proxy Statement;

•

to conduct the future advisory votes on executive compensation “EVERY 1 YEAR,” as described in “PROPOSAL 2 — ADVISORY VOTE ON THE FREQUENCY OF THE FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION,” on page 57 of this Proxy Statement;

•

“FOR” the approval of the advisory resolution on executive compensation, as described under the caption “PROPOSAL 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION,” on page 58 of this Proxy Statement;

•

“FOR” the approval of the amendment and restatement of the Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan described in “PROPOSAL 4 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE ABERCROMBIE & FITCH CO. SHORT -TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN,” beginning on page 98 of this Proxy Statement;

•

“FOR” the approval of the Abercrombie & Fitch Co. Long-Term Incentive Compensation Performance Plan described in “PROPOSAL 5 — APPROVAL OF THE ABERCROMBIE & FITCH CO. LONG-TERM CASH INCENTIVE COMPENSATION PERFORMANCE PLAN,” beginning on page 101 of this Proxy Statement;

•

“FOR” the approval of the proposed amendments of the 2016 Directors LTIP, as described under the caption “PROPOSAL 6 — APPROVAL OF AMENDMENTS TO THE ABERCROMBIE & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR DIRECTORS TO AUTHORIZE 400,000 ADDITIONAL SHARES AND EXPLICITLY PROHIBIT THE CURRENT PAYMENT OF DIVIDENDS IN ANY FORM ON UNVESTED EQUITY AWARDS,” beginning on page 106 of this Proxy Statement;

•

“FOR” the approval of the proposed amendments of the 2016 Associates LTIP, as described under the caption “PROPOSAL 7 — APPROVAL OF AMENDMENTS TO THE ABERCROMBIE & FITCH CO. 2016 LONG-TERM INCENTIVE PLAN FOR ASSOCIATES TO AUTHORIZE 1,200,000 ADDITIONAL SHARES AND EXPLICITLY PROHIBIT THE CURRENT PAYMENT OF DIVIDENDS IN ANY FORM ON UNVESTED EQUITY AWARDS,” beginning on page 116 of this Proxy Statement;

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal 2017, as described under the caption “PROPOSAL 8 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,” beginning on page 132 of this Proxy Statement; and

•

“FOR” the stockholder proposal described under the caption “PROPOSAL 9 — STOCKHOLDER PROPOSAL REGARDING ‘PROXY ACCESS’” beginning on page 133 of this Proxy Statement.

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Who can vote at the Annual Meeting?

Only holders of shares of the Company’s Common Stock of record at the close of business on April 17, 2017 (the “Record Date”) or such stockholders’ proxies are entitled to receive notice of, and vote at, the Annual Meeting. At the close of business on the Record Date, there were 67,995,752 shares of Common Stock outstanding and entitled to vote. There are no other voting securities of the Company outstanding. Each stockholder is entitled to one vote on each matter voted upon at the Annual Meeting for each share of Common Stock held. To be able to vote your shares at the Annual Meeting, the records of the Company must show that you held your shares at the close of business on the Record Date.

How do I attend the Annual Meeting?

The Annual Meeting will be held on Thursday, June 15, 2017 at 10:00 a.m., Eastern Daylight Time, at our offices located at 6301 Fitch Path, New Albany, Ohio 43054. When you arrive, signs will direct you to the appropriate room. Please note that the doors to the meeting room will not be open until 9:00 a.m., Eastern Daylight Time. You should be prepared to present valid government-issued photo identification, such as a driver’s license or passport, for admittance. In addition, if you are a stockholder of record, your name will be verified against the list of stockholders of record prior to admittance to the Annual Meeting. If you are a beneficial owner, you must provide proof of beneficial ownership on the record date, such as your account statement showing that you owned our Common Stock as of April 17, 2017, a copy of the voting instruction form provided by your brokerage firm, bank or other nominee, or other similar evidence of ownership. If you do not provide valid government-issued photo identification and comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, please submit your vote in advance as instructed in this Proxy Statement.

What is a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement and our Annual Report on Form 10-K for Fiscal 2016 (our “Fiscal 2016 Form 10-K”), by providing access to such documents on the Internet. Generally, stockholders will not receive printed copies of the proxy materials unless they request them.

A Notice of Internet Availability of Proxy Materials that provides instructions for accessing our proxy materials on the Internet was mailed directly to registered stockholders. The Notice of Internet Availability of Proxy Materials also provides instructions regarding how registered stockholders may vote their shares on the Internet. Registered stockholders who prefer to receive a paper or e-mail copy of our proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.

The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote.

A notice that directs beneficial owners of our shares to the website where they can access our proxy materials should be forwarded to each beneficial stockholder by the brokerage firm, bank or other holder of record who is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank or other holder of record should also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper or e-mail copy of our proxy materials.

To enroll in the electronic delivery service for future stockholder meetings, use your Notice of Internet Availability of Proxy Materials (or proxy card, if you received printed copies of the proxy materials) to register online at www.proxyvote.com and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

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What is the difference between holding shares as a holder of record and as a beneficial owner?

If, at the close of business on April 17, 2017, your shares were held in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and a notice directing you to the website where you can access our proxy materials is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting other than the ratification of the appointment of the Company’s independent registered public accounting firm. Please direct your broker how to vote your shares following the instructions provided by your broker.

How do I vote my shares?

If you are a registered stockholder ( i.e. , you hold your shares of record), you may vote your shares using one of the following methods (please also see the information provided above and below concerning the difference in how to vote if you hold shares beneficially through a brokerage firm, bank or other nominee instead of as the registered holder — beneficial holders should follow the voting instructions provided by their respective nominees):

•

Over the Internet. Go to www.proxyvote.com.

You can use the Internet 24 hours a day, seven days a week, to submit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, on June 14, 2017. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.

•

By telephone. Call 1-800-690-6903.

You can use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time, on June 14, 2017. Have your proxy card or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.

•

By mail. If you received a printed copy of the proxy materials, you may submit your vote by completing, signing and mailing your proxy card and returning it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than June 14, 2017 to be voted at the Annual Meeting.

•

In person at the Annual Meeting. Registered stockholders are invited to attend the Annual Meeting and vote in person at the Annual Meeting. If you are a beneficial owner of shares, you must obtain a legal proxy from the brokerage firm, bank or other holder of record of your shares to be entitled to vote those shares in person at the meeting.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card. If you vote via the Internet or by telephone, do not return a proxy card .

If I am a stockholder holding shares in “street name,” how do I vote?

If you hold your shares in “street name” with a brokerage firm, bank or other nominee, the holder of record will send you instructions on how to instruct the holder of record to vote your shares. Your broker is permitted to vote your shares with respect the “routine” proposal to ratify the appointment of the Company’s independent registered public accounting firm without your instruction as to how to vote but will not be permitted to vote your shares with respect to any of the other proposals at the Annual Meeting without your instructions as to how to vote.

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If you hold your shares in “street name,” you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the brokerage firm, bank or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or other nominee.

What is a “broker non-vote”?

A “broker non-vote” occurs when a stockholder holds our shares of Common Stock in “street name” through a broker or similar organization, and the stockholder does not provide the broker or other organization with instructions within the required timeframe before the Annual Meeting as to how to vote the shares on “non-routine” matters. The only proposal this year which is considered “routine” is the ratification of the appointment of the Company’s independent registered public accounting firm. Under the rules of the New York Stock Exchange (“NYSE”) set forth in the NYSE Listed Company Manual (the “NYSE Rules”), your broker cannot vote your shares on non-routine matters unless your broker receives instructions from you as to how to vote.

How can I revoke my proxy or change my vote?

If you are a registered stockholder, you may revoke your proxy at any time before it is actually voted at the Annual Meeting by:

•

signing and returning a new proxy card with a later date — only your latest proxy card received by June 14, 2017, will be counted;

•

submitting a late-dated vote by telephone or via the Internet — only your latest telephone or Internet proxy received by 11:59 p.m., Eastern Daylight Time, on June 14, 2017, will be counted;

•

attending the Annual Meeting and voting by ballot in person; or

•

delivering a written revocation to our Corporate Secretary at 6301 Fitch Path, New Albany, Ohio 43054, to be received no later than June 14, 2017.

If you hold your shares in “street name,” you must contact the broker or other nominee holding your shares and follow the instructions of the broker or other nominee for revoking or changing your vote.

Who is paying for the cost of this proxy solicitation?

This solicitation of proxies is made by and on behalf of our Board. In addition to mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card and our Fiscal 2016 Form 10-K) to registered stockholders as of the close of business on the Record Date, the brokers, banks and other nominees holding our shares for beneficial owners must provide a notice as to where the beneficial owners can access our proxy materials to the beneficial owners for whom they hold our shares in order that such shares may be voted. Solicitation may also be made by our directors, officers and select other Company employees or, as referred to by the Company, “associates” of the Company telephonically, electronically or by other means of communications. Directors, officers and associates who help us in the solicitation will not be specially compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”) to aid in the solicitation of proxies for a fee of $15,000, plus out-of-pocket expenses.

The Company will reimburse Innisfree, as well as brokerage firms, banks and other custodians, fiduciaries and nominees, who are record holders of shares of our Common Stock not beneficially owned by them for their reasonable costs in sending proxy materials to stockholders who beneficially own our shares. The Company will bear the costs incurred in connection with the solicitation of proxies on behalf of the Board, other than the Internet access or telephone usage fees which may be charged to stockholders.

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Are there any cumulative voting rights in the election of directors?

No.

What constitutes a quorum to hold and transact business at the Annual Meeting?

A quorum for the Annual Meeting is one-third of the outstanding shares of Common Stock. If you are a registered stockholder and submit a proxy, your shares of Common Stock will be counted to determine whether we have a quorum even if you abstain or fail to provide voting instructions on any of the proposals described in this Proxy Statement and listed on the form of proxy. If your shares of Common Stock are held in the name of your broker or other nominee, and you do not instruct your broker or other nominee how to vote your shares of Common Stock, these shares will still be counted for purposes of determining the presence or absence of a quorum for the transaction of business if your broker or other nominee submits a proxy.

How are votes tabulated?

The results of stockholder voting will be tabulated by the inspectors of election appointed for the Annual Meeting.

What should I do if I have other questions?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834 or directly at (412) 232-3651. Banks and brokers may call collect at (212) 750-5833.

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PROPOSAL 1 — ELECTION OF DIRECTORS

There are currently eleven directors serving on the Board, all of whose terms expire at the Annual Meeting. On February 1, 2017, the Board, upon the unanimous recommendation of our Nominating and Board Governance Committee, unanimously approved the increase in the size of the Board from ten to eleven directors and unanimously elected Fran Horowitz to fill the vacancy created by the increase.

On March 27, 2017, Craig R. Stapleton informed the Company that he has decided not to stand for re-election to the Board at the Annual Meeting but will serve out his remaining term. At its meeting on April 3, 2017, the Board took action to reduce the number of directors from eleven to ten, effective upon the expiration of the current terms of the directors of the Company immediately prior to the Annual Meeting. As a result, ten directors will be elected at the Annual Meeting.

Upon the unanimous recommendation of our Nominating and Board Governance Committee, the Board has unanimously nominated James B. Bachmann, Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher, Michael E. Greenlees, Archie M. Griffin, Fran Horowitz, Arthur C. Martinez, Charles R. Perrin and Stephanie M. Shern (altogether, the “Nominees”) for election as directors at the Annual Meeting. Directors elected at the Annual Meeting will hold office for a one-year term expiring at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) or until their respective successors are elected and qualified.

The individuals named as proxies in the form of proxy solicited by the Board intend to vote the shares of Common Stock represented by the proxies received under this solicitation for the Nominees, unless otherwise instructed on the form of proxy. It is expected that all of the Nominees will be able to serve. However, if before the election, one or more of the Nominees are unable to serve or for good cause will not serve, the proxy holders will vote the proxies for the remaining Nominees and for any substitute nominees chosen by the Board, unless the Board reduces the number of directors to be elected. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC.

The Board recommends that you vote “ FOR ” each of the Nominees to be elected for a one-year term expiring at the 2018 Annual Meeting or until his or her successor is elected and qualified.

Majority Vote Standard in Uncontested Director Election

In an uncontested election of directors, which we expect to be the case at the Annual Meeting, each nominee must be elected by a majority of the votes cast ( i.e. , the votes cast for such nominee’s election must exceed the votes cast against such nominee’s election). Broker non-votes and abstentions will not be treated as votes cast. Proxies may not cast votes for more than ten nominees.

The Board has adopted a resignation policy, included in the Company’s Corporate Governance Guidelines, which requires that an incumbent director who receives less than a majority of the votes cast in an uncontested election tender his or her resignation, and outlines the procedures by which the Board will consider whether to accept such resignation. The resignation policy provides:

•

an incumbent director who fails to receive the required number of votes for re-election must offer to resign;

•

the Nominating and Board Governance Committee and the Board will evaluate any such resignation in light of the best interests of the Company and our stockholders in determining whether to accept or reject the resignation, or whether other action should be taken, and may consider any factors they deem relevant in making such determination;

•

if the Board does not accept the resignation, the director who offered to resign will continue to serve on the Board until the next annual meeting of stockholders and until the director’s successor is elected and qualified, or until the director’s death, resignation or removal;

•

if the Board accepts the resignation, the Nominating and Board Governance Committee will recommend to the Board whether to fill the resulting vacancy or to reduce the size of the Board; and

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•

the Board will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified.

Nominees

The information set forth in the table below concerning the principal occupation, other affiliations and business experience, as of April 17, 2017, of each Nominee has been furnished to the Company by such Nominee.

Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

James B. Bachmann (74)

LOGO

Mr. Bachmann retired in 2003 as Managing Partner of the Columbus, Ohio office of Ernst & Young LLP (“EY”), after serving in various management and audit engagement partner roles with the firm. Mr. Bachmann currently serves as the Lead Independent Director and Chair of the Audit Committee of Lancaster Colony Corporation, a company which manufactures and markets food products and for which he has served as a director since 2003.

Mr. Bachmann currently serves as Chair of our Audit and Finance Committee and as a member of our Corporate Social Responsibility Committee and our Executive Committee. His significant public company accounting and financial expertise, thorough review of the financial and risk management issues applicable to the Company and diligent engagement with management have helped the Company navigate the increasingly complex financial and risk management issues we face. In addition, his operational experience as the Managing Partner of EY’s Columbus, Ohio office provides us with valuable operational insights.

2003

Bonnie R. Brooks (63)

LOGO

From February 2014 to December 2016, Ms. Brooks served as Vice Chair of Hudson’s Bay Company, an international retailer based in Toronto, Ontario that offers a wide selection of branded merchandise in Canada, the United States, Germany and Belgium through five banners. In Canada, the operations include Hudson’s Bay, Canada’s largest national department store chain, and Home Outfitters, a kitchen, bed and bath superstore chain; in the United States, the operations include the Lord & Taylor chain of upscale, specialty retail department stores, the Saks Fifth Avenue chain of department stores and Saks Off Fifth, a discount store operation; and in Europe, the operations include the Galaries Kaufhof chain of department stores and the Galeria Inno chain of department stores. From February 2012 to January 2014, Ms. Brooks served as President of Hudson’s Bay Company for North America and from September 2008 to February 2012, she served as President and Chief Executive Officer of Hudson’s Bay Department Stores. Prior to her tenure with Hudson’s Bay Company, Ms. Brooks was based in Asia for 11 years, and from 2003 to 2008, served as President of The Lane Crawford Joyce Group, the Hong Kong-based premier department store and franchise partner of luxury brand operations in 500 locations across Asia. From 2000 to 2002, Ms. Brooks served as the Global Merchandise Director (handling the Harvey Nichols, U.K. and ST Dupont, France brands) for Dickson Concepts (International) Limited. From 1997 to 2000, she was Senior Vice President of Lane 2014

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since
Crawford department stores. Ms. Brooks was at Holt Renfrew & Company, a Canada-based fashion department store, as Senior Vice President from 1996 to 1997 and from 1980 to 1991, where her roles included Executive Vice President and General Merchandise Manager. Ms. Brooks served as Editor-in-Chief from 1994 to 1996 of Flare, a Canadian fashion magazine. Ms. Brooks has served as a member of the board of trustees of RioCan Real Estate Investment Trust, a North American real estate owner and operator, since 2013; as a director of Rogers Communications Inc., a Canadian diversified communications and media company, since April 2015; and as a director of Chico’s FAS, Inc., an international specialty store group with brands targeting women 30 years and older, since July 2016. In 2016, Ms. Brooks was appointed Chair of the Liquor Control Board of Ontario by the Ontario government. Ms. Brooks has also served as a member of the Board of camh Foundation (Canada) since 2012. Ms. Brooks formerly served as a director of Empire Company Ltd., a Canadian company whose key businesses include food retailing and related real estate development, from 2012 to 2016; and as Chair of the Board of Trustees of Royal Ontario Museum from 2013 to 2016. Ms. Brooks holds an MBA and two honorary doctorate degrees, and was awarded the Order of Canada in 2016, that country’s highest civilian honor.
Ms. Brooks currently serves as a member of our Nominating and Board Governance Committee. Ms. Brooks brings to the Board substantial experience in the retail industry, having served as chief executive officer and president of three large companies operating branded and upscale department stores in the United States, Canada, Europe and Asia. In addition, as a native and current resident of Canada having tenure with Canada-based, Asia-based and European-based retailers, Ms. Brooks provides the Company with additional expertise with respect to the nuances of conducting retail operations in international markets. In addition to her retail market operational expertise, Ms. Brooks’ public company board experience makes her highly qualified to serve as a director of the Company.

Terry L. Burman (71)

LOGO

Mr. Burman has served as Lead Independent Director of the Company since March 27, 2017. From May 2013 to May 2014, Mr. Burman served as Chairman of the Board and as a director of Zale Corporation, a specialty retailer of fine jewelry in North America. Since December 2015, he has served as Chairman of the Board of Tuesday Morning Corporation, a closeout retailer of upscale decorative home accessories, housewares, seasonal goods and famous-maker gifts in the United States. Mr. Burman has served as a director of Tuesday Morning Corporation since February 2013; as a director of Learning Care Group, a privately-held company operating over 900 learning and daycare centers in the United States, since July 2014; and as a board member since July 2004 and as Chairman of the Board from July 2013 to June 2015 of the St. Jude Children’s Research Hospital Board of Governors and a board member of ALSAC, the fundraising organization of St. Jude, since 2014

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

July 2004. He also served on the Board of Directors of YCC Holdings LLC, a retailer of candles, fragrances and other products, from October 2007 to October 2013, and on the Board of Directors of ACCESS, an organization providing housing, food and counseling to homeless women and their children in Akron, Ohio, from 1996 to 2012. Mr. Burman was the Chief Executive Officer of Signet Jewelers Limited (“Signet”), a specialty jewelry retailer, from 2000 to 2011. Mr. Burman joined Signet in 1995 as Chairman and Chief Executive Officer of Sterling Jewelers, Inc., a U.S. division of Signet. He served as a director of Signet from 1996 to 2011. Prior to joining Signet, Mr. Burman held various senior executive positions of increasing responsibility with Barry’s Jewelers, Inc., which now does business as Samuels Jewelers, from 1980 to 1995, including President and Chief Executive Officer from 1993 to 1995. Prior to that, Mr. Burman was a partner with Roberts Department Stores, a regional department store chain specializing in apparel.

Mr. Burman currently serves as the Chair of our Nominating and Board Governance Committee and as a member of our Compensation and Organization Committee. Mr. Burman’s experience as a chief executive officer in the retail industry, his significant international management experience, and his general business and financial acumen are very valuable to the Company and provide the Board with important insight into specialty retail industries as well as strategy and business development.

Sarah M. Gallagher (65)

LOGO

From August 2014 to August 2015, Ms. Gallagher served as Executive Chairperson of the Rebecca Taylor woman’s fashion brand. In this role, she was acting as interim chief executive officer with responsibility for the wholesale, stores and e-commerce businesses. Ms. Gallagher served as President of Ralph Lauren North America e-Commerce from April 2007 to April 2013 and as President of Ralph Lauren Media LLC, Polo.com from November 2001 to March 2007, where she led the strategic vision of Polo.com. Ms. Gallagher joined Ralph Lauren Media in 2001, when Ralph Lauren e-Commerce was a joint venture with NBC and Ralph Lauren Corporation, a global designer, manufacturer, distributor and retailer of lifestyle products. Under Ms. Gallagher’s leadership, the Ralph Lauren e-Commerce business became an industry leader and consistently outpaced the industry growth rate. After establishing Ralph Lauren’s web presence, including RalphLauren.com and Rugby.com in the United States, Ms. Gallagher and the U.S. digital team collaborated with the European digital team to oversee Ralph Lauren’s expansion into the European markets, including successful launches of e-Commerce sites in the United Kingdom, Germany and France. Prior to her tenure with the Ralph Lauren organization, Ms. Gallagher served from 1997 to 2001, as Senior Vice President, Banana Republic Direct and Senior Vice President, Gap Direct, divisions of Gap, Inc., an international retailer offering clothing, accessories and personal care products under the Gap, Banana Republic and Old Navy brand names, where she was directly 2014

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

responsible for the launch of the Banana Republic catalog, website and all aspects of its e-Commerce business. Prior to joining Gap, Inc., Ms. Gallagher served as Vice President, Apparel, Jewelry and Accessories, from 1996 to 1997 for Avon Products, Inc., a direct seller of beauty and related products; Vice President and General Merchandise Manager, Intimate Apparel from 1985 to 1995 and then Executive Vice President, Merchandising from 1995 to 1996, of Victoria’s Secret Catalogue, a direct sales channel for Victoria’s Secret Stores; and in various roles from 1971 to 1985 with Lord & Taylor, an upscale, specialty retail department store chain in the United States, including serving as Divisional Merchandise Manager, Intimate Apparel, from 1983 to 1985. Since August 2016, Ms. Gallagher has served as a director and a member of the Compensation Committee and the Nominating and Governance Committee of La-Z-Boy Incorporated, a leading residential furniture producer. In addition, since August 2016, she has served as an Executive Advisor at FitForCommerce, a boutique consultancy focused on helping retailers and brands navigate the provider landscape.

Ms. Gallagher currently serves as a member of our Corporate Social Responsibility Committee and our Nominating and Board Governance Committee. Ms. Gallagher’s over 40 years of retail experience, including more than 30 years with Fortune 500 brands, and status as one of the early movers in the e-Commerce space with more than 15 years of service in that aspect of the retail business, bring valuable expertise and insight to the Board as the Company continues to expand its focus on direct-to-customer business opportunities, both within the United States and internationally.

Michael E. Greenlees (70)

LOGO

Until April 30, 2016, Mr. Greenlees served as a member of the Board of Directors and as an Executive Director 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 Exchange’s AIM market. He previously served as Chief Executive Officer of Ebiquity plc from 2007 to December 2015. Mr. Greenlees was one of the original founding partners of Gold Greenlees Trott, or The GGT Group plc, an international advertising and marketing group. The 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 company’s 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 Officer of TBWA Worldwide Inc., 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 has 2011

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

served on the boards of several public companies, including Omnicom Group Inc., Hewitt Associates Inc. and Ebiquity plc.

Mr. Greenlees currently serves as Chair of our Compensation and Organization Committee and as a member of our Audit and Finance Committee. Mr. Greenlees’ experience in the role of Chief Executive Officer of Ebiquity plc and service with several public companies, in addition to his significant experience within the global media and marketing community, are very valuable to the Company. In addition, as a U.K. native and current resident, Mr. Greenlees adds to the Company’s international experience and profile.

Archie M. Griffin (62)

LOGO

Since June 30, 2015, Mr. Griffin has served as Senior Advisor within the Office of Advancement at The Ohio State University. From July 2010 until June 30, 2015, Mr. Griffin served as the Senior Vice President of Alumni Relations at The Ohio State University. Mr. Griffin also served as President and Chief Executive Officer of The Ohio State University Alumni Association, Inc. from January 2004 until June 30, 2015 and as an ex-officio member of the Board of Directors of The Ohio State University Foundation from January 2004 until June 30, 2015. Mr. Griffin served as the Associate Director of Athletics at The Ohio State University from 1994 to 2003, after serving more than nine years in various positions within the Athletic and Employment Services Departments at The Ohio State University. Mr. Griffin has served as a director of Motorists Mutual Insurance Company since 1991 and the Ohio Auto Club since 1992. Mr. Griffin has also served as a member of the Board of the Columbus Youth Foundation (Vice Chair) since 1991 and as a member of the Board of the National Football Foundation since 2006.

Mr. Griffin currently serves as Chair of our Corporate Social Responsibility Committee and as a member of our Nominating and Board Governance Committee. Mr. Griffin is one of the most well-respected and well-recognized individuals in the State of Ohio. Mr. Griffin’s experience on the Board and institutional knowledge of the Company are also valuable.

2000

Fran Horowitz (53)

LOGO

Ms. Horowitz has served as the Chief Executive Officer of the Company since February 1, 2017. Prior thereto, she had served as President & Chief Merchandising Officer for all brands of the Company since December 21, 2015 and was a member of the Office of the Chairman of the Company from December 2014 until the Office of the Chairman of the Company was dissolved, effective February 1, 2017. Ms. Horowitz held the position of Brand President of Hollister from October 2014 to December 20, 2015. Before joining Hollister, from October 2013 to October 2014, Ms. Horowitz served as the President of Ann Taylor Loft, a division of Ann Inc., the parent company of three specialty retail fashion brands in North America. Prior to her time with Ann Taylor Loft, from February 2005 to October 2012, she held various roles at Express, Inc., a specialty apparel and accessories retailer of women’s and men’s 2017

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

merchandise, including Executive Vice President of Women’s Merchandising and Design from May 2010 to November 2012. Before her time with Express, Inc., Ms. Horowitz spent 13 years at Bloomingdale’s in various women’s merchandising roles, including Vice President Divisional Merchandise Manager. Since March 2017, Ms. Horowitz has served on the Board of Directors of SeriousFun Children’s Network, Inc., a Connecticut non-profit corporation.

Ms. Horowitz currently serves as a member of our Executive Committee. As the principal executive officer of the Company, Ms. Horowitz brings to the Board not only more than 30 years of retail experience but also critical knowledge of the Company’s operations. In electing Ms. Horowitz as Chief Executive Officer and a director of the Company, the Board recognized the leadership she has shown in the turnaround of the Company’s Hollister brand and in energizing the Company’s associates around important cultural values, a customer-centric mindset and a commitment to ensuring the Company’s success. Her efforts have earned her the respect of both the Board and associates throughout the Company’s global operations which will serve the Company and the Board well as she leads the Company forward.

Arthur C. Martinez (77)

LOGO

Mr. Martinez has served as the Chairman of the Board of the Company since January 27, 2014 and currently serves as the Executive Chairman of the Board of the Company (also referred to as Company Chairman), a position he has held since December 8, 2014. Mr. Martinez was a member of the Office of the Chairman of the Company (serving as the representative of the Board) until the Office of the Chairman of the Company was dissolved, effective February 1, 2017. From January 27, 2014 to December 7, 2014, Mr. Martinez served as Non-Executive Chairman of the Board of the Company. Mr. Martinez retired in 2000 as Chairman of the Board and Chief Executive Officer of Sears, Roebuck and Co. (“Sears”), positions he had held since 1995. From 1992 to 1995, he served as Chairman and Chief Executive Officer of the former Sears Merchandise Group, the retail arm of Sears. Prior to his tenure at Sears, Mr. Martinez served in various capacities at Saks Fifth Avenue, Inc. (“Saks”), an apparel and related products retailer, and Saks’ parent company through 1990, BATUS, Inc. He served as Vice Chairman and a member of the Board of Directors of Saks from 1990 to 1992. From 1987 to 1990, Mr. Martinez was Group Chief Executive for the retail division of BATUS, Inc. (responsible for Saks, Marshall Field’s and other chains) and served as a member of the BATUS, Inc. Board of Directors and Executive Committee. He served as Executive Vice President for Administration of Saks from 1984 to 1987 and as Senior Vice President and Chief Financial Officer of Saks from 1980 to 1984. Mr. Martinez also served as Chairman of the Board of the Federal Reserve Bank of Chicago from 2000 to 2002 and as a Director from 1996 to 2002. Mr. Martinez also serves as Chairman of the Board of HSN, Inc., an interactive multi-channel retailer, a position he has held since 2008. 2014

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since

In the past five years, Mr. Martinez served as a director of American International Group, Inc. from 2009 until his retirement on May 13, 2015; International Flavors & Fragrances Inc. from 2000 until his retirement on May 6, 2015; IAC/InterActiveCorp from 2005 to 2014; Kate Spade & Company (formerly known as Fifth & Pacific Companies, Inc.) from 2001 to 2014; and PepsiCo, Inc. from 1999 to 2012. He also previously served as a director of ABN AMRO Holding N.V., Amoco Corporation, Ameritech Corporation and Martha Stewart Living Omnimedia, Inc. In addition to his for profit affiliations, Mr. Martinez serves as a Trustee of Greenwich Hospital, The Norton Museum of Art, the Maine Coast Heritage Trust, Northwestern University and the Chicago Symphony Orchestra.

Mr. Martinez currently chairs our Executive Committee. Mr. Martinez’s significant experience working in the retail industry and advising and counseling members of senior management makes him a valuable resource to our executive officers. As a result of his significant professional experience with Sears and Saks in the retail environment, Mr. Martinez is very familiar with issues related to business strategy, leadership, marketing, finance and operations faced by the Company. Mr. Martinez’s service on the boards of several leading public companies enables him to provide critical corporate governance, compliance and compensation insights as well as ensure that the Company’s Board meetings are efficiently and effectively run.

Charles R. Perrin (71)

LOGO

Mr. Perrin served as the non-executive Chairman of The Warnaco Group, Inc., a company which designed, sourced, marketed, licensed and distributed a broad line of intimate apparel, sportswear and swimwear products worldwide, from March 2004 to February 2013. He has served as a director of Campbell Soup Company, which manufactures and markets soup, sauces, beverages, biscuits, confectionary and prepared branded consumer food products, since 1999. He also serves as a Trustee of Save the Children U.S., The New School and The Perrin Family Foundation.

Mr. Perrin currently serves as a member of our Audit and Finance Committee and our Compensation and Organization Committee. Mr. Perrin brings to the Board substantial experience in and perspective on consumer marketing, business operations and the packaged goods industry. In January 1998, he joined Avon Products, Inc., a global manufacturer and marketer of beauty and related products, as Vice Chairman and Chief Operating Officer, and served as Chief Executive Officer of that company from June 1998 to November 1999. From 1994 to 1996, he was Chairman and Chief Executive Officer of Duracell International, Inc., a manufacturer and marketer of various battery types primarily under the DURACELL ® brand. He joined Duracell as President of Duracell USA, and later held a number of other executive positions, including President and Chief Operating Officer of Duracell International, Inc. from 1992 to 1994. He previously worked at Chesebrough Pond’s, Inc., where he held a series of sales, marketing and general management positions

2014

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Name (Age)

Business Experience

During Past Five Years and

Other Information

Director
Since
and served as President of the Packaged Food Division. Mr. Perrin began his business career at General Foods Corporation. His extensive background in retail, sales and marketing are very valuable to the Company.

Stephanie M. Shern (69)

LOGO

From 1995 to April 2001, Mrs. Shern was the Vice Chairman and a Partner with EY, a member of EY’s board and management committee and the Global Director of Retail and Consumer Products. Also during that time and from 1981, she was a partner at EY serving various clients in the retail and consumer sectors. Mrs. Shern was with EY for over 30 years. Mrs. Shern is a CPA and a member of the American Institute of CPAs and the New York State Society of CPAs. Mrs. Shern is currently a director and a member of the Audit Committee of Koninklijke AholdDelhaize N.V. (Royal AholdDelhaize), a Dutch-based international retailing group that operates supermarkets in the United States and Europe, where she also served as Chair of the Audit Committee from 2014 to 2016; and a director and Chair of the Audit Committee of GameStop Corp., a global, multichannel video game, consumer electronics and wireless services retailer, where she also served as the Lead Independent Director from 2005 to 2015. During the past five years, Mrs. Shern has served as a director of CenturyLink, Inc.; Embarq Corporation; and The Scotts Miracle-Gro Company. Additionally, she is a founding member of the Lead Director Network, a peer group of lead directors sponsored by King & Spalding and convened by Tapestry Networks, and a founding member of the Southwest Region of the United States Audit Committee Network, a peer group of Audit Committee chairs sponsored by EY and convened by Tapestry Networks.

Mrs. Shern currently serves as a member of our Audit and Finance Committee. Mrs. Shern spent a significant portion of her nearly 40-year career focused on retail and consumer industries in both the United States and abroad. As a result, she has very strong leadership, international, marketing/consumer industry and retail experience. As a CPA and Chair of the Audit Committee of GameStop Corp., the former Chair and a current member of the Audit Committee of Koninklijke AholdDelhaize N.V. (Royal AholdDelhaize), and the former Chair of the Audit and Finance Committee of The Scotts Miracle-Gro Company, Mrs. Shern has extensive financial experience.

2014

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF

THE NOMINEES IDENTIFIED ABOVE.

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Certain Relationships and Related Person Transactions

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted the Abercrombie & Fitch Co. Related Person Transaction Policy (the “Policy”), which is administered by the Nominating and Board Governance Committee and the Company’s General Counsel. A copy of the Policy is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. The Policy applies to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company or one of our subsidiaries participates or will participate, the amount involved exceeds or is expected to exceed $120,000, and a “related person” had, has or will have a direct or indirect interest. Pursuant to the Policy, a “related person” is any person:

•

who is or was an executive officer, a director or a director nominee of the Company, or another associate of the Company or one of our subsidiaries determined by the Company’s General Counsel to significantly influence the management or operating policies of the Company (a “key influencer”) or an immediate family member of any of such individuals, at any time since the beginning of the Company’s last fiscal year; or

•

who, at the time of the occurrence or at any time during the existence of the transaction, is the beneficial owner of more than 5% of the Company’s outstanding shares of Common Stock, or an immediate family member of a beneficial owner of more than 5% of the Company’s outstanding Common Stock.

Each director, director nominee or executive officer of the Company as well as each key influencer is to provide the Company’s General Counsel with a written list (updated when necessary) of such individual’s immediate family members, associated entities (as defined in the Policy) and, to the extent actually known by such individual, each associated entity of any immediate family member. Each director, director nominee or executive officer of the Company as well as each key influencer must notify the Company’s General Counsel in writing of any interest that such individual or, to the extent actually known by such individual, an immediate family member or associated entity of such individual had, has or may have, in a related person transaction. Each director, director nominee and executive officer of the Company and each key influencer also completes a questionnaire on at least an annual basis designed to elicit information about potential related person transactions. In addition, any related person transaction proposed to be entered into by the Company or one of our subsidiaries must be reported by the Company’s management to the Company’s General Counsel. Any potential related person transaction that is raised will be analyzed by the Company’s General Counsel, in consultation with the Company’s management and with outside counsel, as appropriate, to determine whether the transaction, arrangement or relationship does, in fact, constitute a related person transaction requiring compliance with the Policy.

Pursuant to the Policy, all related person transactions (other than those deemed to be pre-approved or ratified under the terms of the Policy) will be referred to the Nominating and Board Governance Committee for approval (or disapproval), ratification, revision or termination. Whenever practicable, a related person transaction is to be reviewed and approved or disapproved by the Nominating and Board Governance Committee prior to the effective date or consummation of the transaction. If the Company’s General Counsel determines that advance consideration of a related person transaction is not practicable under the circumstances, the Nominating and Board Governance Committee will review and, in its discretion, may ratify the transaction at that Committee’s next meeting. If the Company becomes aware of a related person transaction not previously approved under the Policy, the Nominating and Board Governance Committee will promptly review the transaction, including the relevant facts and circumstances, and evaluate all options available to the Company, including ratification, revision, termination or rescission of the transaction, and take the course of action that the Nominating and Board Governance Committee deems appropriate under the circumstances.

No director may participate in any approval or ratification of a related person transaction in which the director or an immediate family member of the director is involved. The Nominating and Board Governance Committee may only approve or ratify those transactions that the Committee determines to be in the Company’s

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best interests. In making this determination, the Nominating and Board Governance Committee will review and consider all relevant information available to it, including:

•

the interest of the related person (or, if applicable, an associated entity of the related person) in the transaction;

•

the approximate dollar value of the transaction;

•

the approximate dollar value of the interest of the related person (or, if applicable, an associated entity of the related person) in the transaction without considering the amount of any profit or loss;

•

whether the transaction was undertaken in the ordinary course of the business of the Company or the applicable subsidiary of the Company;

•

whether the terms of the transaction are no less favorable to the Company or the applicable subsidiary of the Company than terms that could be reached with an unrelated third party;

•

the methodology used in the valuation of the transaction;

•

the purpose of the transaction and its potential benefits to the Company or the applicable subsidiary of the Company;

•

the impact of the transaction on the related person’s independence; and

•

any other information regarding the transaction or the related person (or, if applicable, an associated entity of the related person) that would be material to investors in light of the circumstances.

Any related person transaction previously approved or ratified by the Nominating and Board Governance Committee or otherwise already existing that is ongoing in nature is to be reviewed by the Nominating and Board Governance Committee annually.

Pursuant to the terms of the Policy, the following related person transactions are deemed to be pre-approved or ratified (as appropriate) by the Nominating and Board Governance Committee even if the aggregate amount involved would exceed $120,000:

•

interests arising solely from ownership of the Company’s Common Stock if all stockholders receive the same benefit on a pro rata basis;

•

compensation to an executive officer of the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company or a key influencer and the compensation has been approved, or recommended to the Board for approval, by the Compensation and Organization Committee;

•

compensation to a director of the Company for services as a director if the compensation is required to be reported in the Company’s proxy statement;

•

interests deriving solely from a related person’s position as a director of another corporation or organization that is a party to the transaction;

•

interests deriving solely from the related person’s direct or indirect ownership of less than 10% of the equity interest (other than a general partnership interest) in another person that is a party to the transaction; and

•

transactions involving competitive bids.

The Code of Business Conduct and Ethics adopted by the Board also addresses the potential conflicts of interest which may arise when a director, an officer or an associate has an interest in a transaction to which the Company or one of our subsidiaries is a party. If a potential conflict of interest arises concerning an officer or a director of the Company, all information regarding the issue is to be reported to the Company’s Chief Ethics and Compliance Officer and the Company’s General Counsel for review and, if appropriate or required under the Company’s policies (including the Company’s Related Person Transaction Policy), submitted to the Nominating and Board Governance Committee for review and disposition.

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Transactions with Related Persons in Fiscal 2016

In Schedule 13G/A filings made with the SEC, FMR LLC has reported beneficial ownership of more than 5% of the Company’s outstanding Common Stock. Fidelity Investments Institutional Operation, Inc., an affiliate of FMR LLC, provides record-keeping and administration services for the Abercrombie & Fitch Co. Associate Stock Purchase Plan, the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan, the Company’s long-term incentive plans and the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan. The agreements with Fidelity Investments Institutional Operation, Inc. were negotiated in arm’s-length transactions and the beneficial ownership by FMR LLC of shares of the Company’s Common Stock plays no role in the business relationship between the Company and Fidelity Investments Institutional Operation, Inc. In addition, the Company believes the respective agreements represent standard terms and conditions for record-keeping and administration services. For providing these services, Fidelity Investments Institutional Operation, Inc. received fees in Fiscal 2016 totaling approximately $117,125 and fees in Fiscal 2017 through February 28, 2017 totaling approximately $37,375. These services were reviewed and approved in accordance with the Policy.

Based on information provided by the directors, the executive officers and the legal department of the Company, the Nominating and Board Governance Committee determined that there are no material related person transactions required to be disclosed in this Proxy Statement under applicable SEC rules and regulations (“SEC Rules”) with respect to the directors or the executive officers of the Company or their respective immediate family members or associated entities.

The Company indemnifies the directors and the officers of the Company to the fullest extent permitted by the laws of Delaware against personal liability in connection with their service to the Company. This indemnification is required under the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated By-Laws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them. In addition, the Company has entered into an agreement, dated December 8, 2016, with Stacia Andersen obligating the Company to indemnify Ms. Andersen from any loss if her prior employer institutes legal proceedings regarding the non-solicitation provisions of her separation agreement with her prior employer (which, by their terms, are effective through December 31, 2017), given the measures taken by the Company and Ms. Andersen to ensure compliance with those provisions.

The Company currently has a five-year arrangement with SeriousFun Children’s Network, Inc. (“SFCN”) in which the Company committed a total pledge of no less than $7,500,000 over a five-year period from January 2016 to December 2020, in-kind products donations and a donation of service hours. In Fiscal 2016, the Company donated approximately $1,830,000 to SFCN representing proceeds from the A&F Challenge and in-store campaigns and approximately $1,440,000 in goods and services. Of this donation to SFCN, $582,166 in cash and $77,131 of in-kind products were distributed to Flying Horse Farms, Inc. (“FHF”), a member camp of SFCN. Ms. Horowitz joined the Board of Directors of SFCN in March 2017 and her husband joined the Board of Directors of FHF in April 2017. Under the Company’s Related Person Transaction Policy, any transaction where the related person’s interest derives solely from her or his position as a director of another corporation or organization that is a party to the transaction is considered pre-approved. To address any potential conflict of interest concerns, Ms. Horowitz has been advised not to participate, directly or indirectly, in any future discussions, negotiations or decisions by the Company’s Board, the Philanthropy Committee or any other persons associated with the Company with respect to contributions or donations proposed to be made to SFCN or FHF by or on behalf of the Company.

Director Independence

The Board has reviewed, considered and discussed each current director’s relationships, both direct and indirect, with the Company in order to determine whether such director meets the independence requirements of the applicable NYSE Rules. The Board has determined that ten of the eleven current directors of the Company qualify as independent under the applicable NYSE Rules. Specifically, the Board has determined that each of James B. Bachmann, Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher, Michael E. Greenlees, Archie M.

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Griffin, Arthur C. Martinez, Charles R. Perrin, Stephanie M. Shern and Craig R. Stapleton has no commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationship with the Company, either directly or indirectly, that would be inconsistent with a determination of independence under the applicable NYSE Rules. In the course of reaching these determinations, the Board considered among other things:

•

Mr. Bachmann and Mrs. Shern are former partners with EY, retiring in 2003 and 2001, respectively. The Company and our subsidiaries from time to time engage EY for non-audit services, primarily in the nature of tax compliance services, information technology consulting, and consulting in respect of discrete nominal tax and accounting projects. In Fiscal 2016, the fiscal year ended January 30, 2016 (“Fiscal 2015”) and the fiscal year ended January 31, 2015 (“Fiscal 2014”), the Company and our subsidiaries paid EY approximately $580,400, $202,000 and $269,000, respectively, in fees. As retired partners with respect to EY, neither Mr. Bachmann nor Mrs. Shern has any direct or indirect interest in the business relationship or transactions between EY and the Company and our subsidiaries.

•

Mr. Martinez served as a director of American International Group, Inc. (“AIG”) from 2009 until his retirement on May 13, 2015. The Company and our subsidiaries have, from time to time, purchased insurance through subsidiaries of AIG, the premiums for which have not exceeded $1,200,000 in any year since the beginning of Fiscal 2012. Mr. Martinez’s only interest in the underlying business relationship arose from his service as a director of AIG while he served in that capacity.

•

Mr. Griffin is currently serving as Senior Advisor within the Office of Advancement at The Ohio State University, after having served as the Senior Vice President of Alumni Relations at The Ohio State University, President and Chief Executive Officer of The Ohio State University Alumni Association, Inc. and an ex-officio member of the Board of Directors of The Ohio State University Foundation until June 30, 2015. The Company facilitated gifts totaling $10,000,000 over a ten-year period (2007 to 2016, with approximately $341,547 paid in Fiscal 2016 and fulfilling the $10,000,000 commitment) to The Ohio State University Foundation, which gifts were allocated to The Ohio State University Wexner Medical Center. Mr. Griffin was not involved, directly or indirectly, in the solicitation of these gifts to The Ohio State University Foundation. Since the beginning of Fiscal 2014, the Company has paid The Ohio State University fees associated with several on-campus associate recruitment activities and consulting services, the aggregate amount of which has not exceeded $105,000 over a three-year period. Mr. Griffin was not personally involved, directly or indirectly, in the determination as to whether to participate in these activities.

•

Since the beginning of Fiscal 2014, the Company has made other charitable contributions to certain charitable organizations with which one or more of the independent directors of the Company or their immediate family members are affiliated. None of these charitable contributions has exceeded $50,000 in any year within this period.

Ms. Horowitz does not qualify as independent because she is an executive officer of the Company.

There are no family relationships among any of the current directors and executive officers of the Company. Please see the text under the caption “EXECUTIVE OFFICERS OF THE REGISTRANT” at the end of “ITEM 1. BUSINESS” in Part I of the Company’s Fiscal 2016 Form 10-K for information about the Company’s executive officers.

Meetings of and Communications with the Board

The Board held 13 meetings of the full Board and ten meetings of the non-management directors (in the form of executive sessions scheduled as agenda items at regularly scheduled in-person meetings of the Board) during Fiscal 2016. All of the incumbent directors attended at least 75% of the Board and Board committee meetings they were eligible to attend during Fiscal 2016.

Although the Company does not have a formal policy requiring members of the Board to attend annual meetings of the stockholders, the Company encourages all incumbent directors and director nominees to attend

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each annual meeting of stockholders. All of the current directors attended the Company’s last annual meeting of stockholders held on June 16, 2016.

In accordance with the Company’s Corporate Governance Guidelines and applicable NYSE Rules, the non-management directors of the Company meet (without management present) at regularly scheduled executive sessions at least twice per year and at such other times as the directors deem necessary or appropriate. Executive sessions of the non-management directors are scheduled as an agenda item at each regularly scheduled in-person meeting of the Board. All meetings of non-management or independent directors are presided over by the Company Chairman. If the non-management directors include directors who are not independent, then at least once a year, the independent directors of the Company will meet in executive session and the Company Chairman will preside at each executive session.

The Board believes it is important for stockholders and other interested parties to have a process to send communications to the Board and its individual members. Accordingly, stockholders and other interested parties who wish to communicate with the Board, the non-management directors as a group, the independent directors as a group, the Company Chairman, the Lead Independent Director or a particular director may do so by sending a letter to such individual or individuals, in care of the Company’s Corporate Secretary, to the Company’s offices at 6301 Fitch Path, New Albany, Ohio 43054. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder/Interested Party — Non-Management Director Communication,” “Stockholder/Interested Party — Board Communication,” “Stockholder/Interested Party — Independent Director Communication,” “Stockholder/Interested Party — Company Chairman Communication,” “Stockholder/Interested Party — Lead Independent Director Communication,” or “Stockholder/Interested Party — Director Communication,” as appropriate. All such letters must identify the author as a stockholder or other interested party and clearly state whether the intended recipients are all members of the Board, all non-management directors, all independent directors or certain specified individual directors. Copies of all such letters will be circulated to the appropriate director or directors. Correspondence marked “personal and confidential” will be delivered to the intended recipient without opening. There is no screening process in respect of communications from stockholders or other interested parties.

Board Leadership Structure

The Company’s Board is currently comprised of ten non-associate directors, all of whom are independent, and Fran Horowitz, the Company’s Chief Executive Officer.

From December 2014 to January 2017, the Company did not have a Chief Executive Officer or an Interim Chief Executive Officer. During this time, the Company was under the leadership of the Office of the Chairman, which was formed in December 2014 to allow for effective management of the Company during a transition in leadership. The Office of the Chairman consisted of senior leadership at the Company and was led by Arthur C. Martinez, the Executive Chairman of the Board, in his capacity as a representative of the Board. The Office of the Chairman was responsible for overseeing and providing strategic direction to management.

The Board has adopted a written description of the duties and responsibilities of a Company Chairman and of a Lead Independent Director.

Mr. Martinez has served as Company Chairman since January 27, 2014. The role of the Company Chairman addresses responsibilities in the areas of Board leadership, management liaison and stockholder outreach. In particular, in his role as Company Chairman, Mr. Martinez has the following duties and responsibilities:

•

calling and presiding over all meetings of the Board, having set in advance the agenda which should take into account issues and concerns of all Board members;

•

presiding over executive sessions of the independent directors, without management present, and facilitating productive and focused discussions;

•

organizing Board discussion items and workflow;

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•

establishing procedures to govern the Board’s work, including the annual schedule of the Board;

•

establishing agendas for all Board meetings, in collaboration with the Chief Executive Officer;

•

consulting with all directors concerning Board agendas and information provided to the Board;

•

overseeing the distribution of information to directors to enable the Board’s monitoring of the Company’s performance and the performance of management of the Company;

•

promoting effective communications between the Board and management of the Company on developments occurring between Board meetings;

•

working with the Chair of the Nominating and Board Governance Committee with respect to the recruitment, selection and orientation of new Board members and Board committee composition;

•

leading the Board’s review of the succession plan for the Chief Executive Officer and other key senior executives;

•

discussing the Company’s executive compensation program with the Company’s large institutional stockholders, including input and advice from the Chair of the Compensation and Organization Committee and the Compensation and Organization Committee’s independent consultant, and reporting any feedback to the Compensation and Organization Committee;

•

coordinating the Board’s self-assessment and evaluation process and ensuring that Board members continually update their skills and knowledge required to fulfill their roles on the Board and on Board committees;

•

coordinating periodic Board input and review of management’s strategic plan for the Company;

•

facilitating the communication between and among the independent directors and management of the Company;

•

briefing the Chief Executive Officer on issues and concerns arising in the executive sessions of the independent directors;

•

coordinating and chairing the annual Board performance review of the Chief Executive Officer and communicating the results to the Chief Executive Officer;

•

providing strategic advice to the Chief Executive Officer on operational and financial matters, as necessary;

•

presiding over annual and special meetings of the Company’s stockholders;

•

facilitating communications with investors on Wall Street, in collaboration with the Chief Executive Officer;

•

ensuring that views of major investors in the Company’s Common Stock are communicated to the Board, in collaboration with the Chief Executive Officer;

•

being available for consultation and direct communication with the Company’s stockholders; and

•

performing such other duties as the Board may from time to time delegate.

On January 30, 2017, the Board approved the following leadership changes, effective February 1, 2017:

•

appointed Fran Horowitz to serve as the Chief Executive Officer of the Company and to serve on the Board and as a member of the Executive Committee of the Board;

•

appointed Joanne C. Crevoiserat to serve as the Chief Operating Officer of the Company, in addition to her role as Executive Vice President and Chief Financial Officer of the Company;

•

dissolved the Office of the Chairman; and

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•

provided that all officers of the Company who had reported to Mr. Martinez while he was leading the Office of the Chairman in his capacity as the representative of the Board, would now report directly to Ms. Horowitz.

The Board also determined that it would be in the best interest of the Company for Mr. Martinez to continue to serve as Executive Chairman of the Board, in conjunction with the appointment of Ms. Horowitz as the Chief Executive Officer of the Company, until such date as may be later determined by the Nominating and Board Governance Committee and the Board. In connection with his continued service as Executive Chairman of the Board, on February 15, 2017, the Board, based on a recommendation from the Nominating and Board Governance Committee, delegated additional duties and responsibilities to Mr. Martinez as permitted under the Company’s Corporate Governance Guidelines. In addition to the specific duties and responsibilities of the Company Chairman as enumerated in the Corporate Governance Guidelines, Mr. Martinez has the following additional duties and responsibilities:

•

advising and mentoring the new Chief Executive Officer and assisting with the Chief Executive Officer’s transition to a new and unfamiliar role;

•

assisting the Chief Executive Officer in building relationships with the directors of the Company;

•

reviewing periodically the Company’s overall vision, business plan, financial performance and other activities with the Chief Executive Officer;

•

providing counsel to the Chief Executive Officer on budget planning and long-term strategy, succession planning, day-to-day operational decision-making, clarity in the roles and responsibilities of key senior executives, critical levers, decision points, progress on key initiatives, critical talent decisions, investment decisions and issues that could impact the Company’s reputation;

•

providing counsel, advice and support to the management team;

•

serving as the liaison between the Board and the Chief Executive Officer on sensitive issues, as appropriate;

•

ensuring effective implementation of the Board’s decisions;

•

being available to speak on behalf of the Company and the Board, when appropriate, to investment analysts, participating in earnings calls and providing guidance to the Chief Executive Officer in participation on earnings calls; and

•

assisting the Chief Executive Officer with developing and enhancing key relationships externally, including with stockholders, investment analysts and the community.

On March 27, 2017, the Board appointed Terry L. Burman to serve as Lead Independent Director. Mr. Burman has specific duties and responsibilities that are intended to provide independent Board leadership complementing those of Mr. Martinez as the Executive Chairman of the Board. In his capacity as the Lead Independent Director, Mr. Burman is responsible for:

•

consulting with the Company Chairman with respect to appropriate agenda items for meetings of the Board and the standing committees of the Board, as necessary;

•

discussing with the chairs of the standing committees of the Board, their activities and endeavoring, consistent with the charters of the various standing committees, to coordinate activities among the standing committees, as necessary;

•

in consultation with the non-associate directors, advising the Company Chairman as to the appropriate schedule of Board meetings, as necessary;

•

calling executive sessions or meetings of the independent directors or the non-associate directors, when necessary or appropriate;

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•

presiding at all meetings at which the Company Chairman is not present including executive sessions of the independent directors or the non-associate directors and, if appropriate, apprising the Company Chairman of the issues considered;

•

serving as a liaison between the Company Chairman and the independent directors (or the non-associate directors, if appropriate), as necessary;

•

in the absence of full Board approval, approving the retention of outside advisors and consultants who report directly to the Board on critical issues;

•

being available for consultation and direct communication with the Company’s stockholders; and

•

performing such other duties as the Board may from time to time delegate.

The Company believes that the continued service of Mr. Martinez as Executive Chairman of the Board, the appointment of Mr. Burman as Lead Independent Director, the appointment of Fran Horowitz as Chief Executive Officer and the appointment of Joanne C. Crevoiserat as Chief Operating Officer, allow for effective management of the Company’s business. In addition, the Company believes that the independent Company Chairman, together with a Board whose members (other than Ms. Horowitz) all qualify as independent including the chairs for each of our Board committees, represents the most appropriate Board leadership structure for the Company. Regularly scheduled executive sessions of the independent directors, as well as written duties and responsibilities for the Company Chairman and the Lead Independent Director and for each of our standing committees, support this Board leadership structure.

This structure demonstrates to all of our stakeholders, including our associates, customers and stockholders, that our Board is committed to engaged, independent leadership and the performance of the Board’s responsibilities. Experienced and independent Board members oversee the Company’s operations, risks, performance and business strategy. The Board believes that its strong corporate governance practices provide an appropriate balance among strategy development, operational execution and independent oversight of the Company.

Committees of the Board

The Board has five standing committees — the Audit and Finance Committee, the Compensation and Organization Committee, the Corporate Social Responsibility Committee, the Executive Committee and the Nominating and Board Governance Committee. The current members of these committees are identified in the following table.

Committees of the Board

Director

Audit and
Finance
Compensation
and Organization
Corporate Social
Responsibility
Executive Nominating and
Board Governance

James B. Bachmann

Chair X X

Bonnie R. Brooks

X

Terry L. Burman

X Chair

Sarah M. Gallagher

X X

Michael E. Greenlees

X Chair

Archie M. Griffin

Chair X

Fran Horowitz

X

Arthur C. Martinez

Chair

Charles R. Perrin

X X

Stephanie M. Shern

X

Craig R. Stapleton

X X X X

Fiscal 2016 Meetings

15 10 3 None 8

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Audit and Finance Committee

The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). James B. Bachmann, Michael E. Greenlees, Charles R. Perrin, Stephanie M. Shern and Craig R. Stapleton served as members of the Audit and Finance Committee throughout Fiscal 2016. The Board has determined that each member of the Audit and Finance Committee qualifies as an independent director under the applicable NYSE Rules and under SEC Rule 10A-3. The Board has also determined that all members of the Audit and Finance Committee are “financially literate” under the applicable NYSE Rules and that each of Messrs. Bachmann, Greenlees and Stapleton and Mrs. Shern qualifies as an “audit committee financial expert” under applicable SEC Rules by virtue of their respective experience which is described in the section captioned “Nominees” beginning on page 25 of this Proxy Statement. The Board believes that each member of the Audit and Finance Committee is highly qualified to discharge his or her duties on behalf of the Company and our subsidiaries.

The Audit and Finance Committee is organized and conducts its business pursuant to a written charter that was most recently revised by the Board on December 15, 2015, a copy of which is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. At least annually, the Audit and Finance Committee, in consultation with the Nominating and Board Governance Committee, reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The duties and responsibilities of the Audit and Finance Committee are set forth in its charter. The primary functions of the Audit and Finance Committee are to assist the Board in the oversight of:

•

the integrity of the Company’s financial statements;

•

the effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting;

•

the compliance by the Company and our subsidiaries with legal and regulatory requirements;

•

the qualifications and independence of the Company’s independent registered public accounting firm;

•

the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm;

•

compliance with the Company’s Code of Business Conduct and Ethics;

•

enterprise risk issues and enterprise risk management policies, guidelines and programs;

•

the annual independent audit of the Company’s financial statements; and

•

the review of the financial plans and policies of the Company.

At least annually, the Audit and Finance Committee authorizes the appointment, compensation and retention of the Company’s independent registered public accounting firm and then oversees that firm’s work, including the resolution of disagreements between management of the Company and the Company’s independent registered public accounting firm regarding financial reporting. The Audit and Finance Committee also reviews and discusses with management of the Company and the Company’s independent registered public accounting firm the Company’s financial statements and the related disclosures to be made in the Company’s periodic reports filed with the SEC, and discusses any other matters required to be communicated to the Audit and Finance Committee by the Company’s independent registered public accounting firm under applicable Public Company Accounting Oversight Board (“PCAOB”) standards. At least annually, the Audit and Finance Committee also reviews and discusses with management of the Company, the Company’s General Counsel, the Company’s Chief Ethics and Compliance Officer, the Company’s Chief Audit Executive and the Company’s independent registered public accounting firm, the Company’s processes regarding compliance with legal and regulatory requirements and communication of and compliance with the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics.

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The Audit and Finance Committee’s annual report relating to Fiscal 2016 begins on page 130 of this Proxy Statement.

Compensation and Organization Committee

The Compensation and Organization Committee provides overall guidance for the Company’s executive compensation policies and approves the amounts and elements of compensation for the Company’s executive officers. Terry L. Burman, Michael E. Greenlees, Charles R. Perrin and Craig R. Stapleton served as members of the Compensation and Organization Committee throughout Fiscal 2016. The Board has determined that each member of the Compensation and Organization Committee qualifies as an independent director under the applicable NYSE Rules, including those specifically applicable to members of the Compensation and Organization Committee.

The Compensation and Organization Committee is organized and conducts its business pursuant to a written charter which was most recently revised by the Board on August 20, 2014, a copy of which is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. At least annually, the Compensation and Organization Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Compensation and Organization Committee’s charter sets forth the duties and responsibilities of the Compensation and Organization Committee. The primary functions of the Compensation and Organization Committee are to assist the Board in:

•

overseeing the Company’s overall compensation structure, policies and programs, discharging the Board’s responsibilities relating to the Chief Executive Officer and other officers of the Company identified in Rule 16a-1(f) under the Exchange Act (the “Section 16 Officers”), including the Company’s executive officers, as well as other officers as determined by the Compensation and Organization Committee;

•

making recommendations to the Nominating and Board Governance Committee regarding compensation of the non-associate directors of the Company;

•

reviewing and monitoring the Company’s organizational development strategies and practices;

•

reviewing succession plans for the Chief Executive Officer and other Section 16 Officers, including the executive officers of the Company; and

•

overseeing any and all welfare and retirement benefit plans for associates of the Company.

At least annually, the Compensation and Organization Committee assesses the independence of consultants, outside counsel and other advisors (whether retained by the Compensation and Organization Committee or by management of the Company) that provide advice to the Compensation and Organization Committee and whether the work performed by compensation consultants or other advisors who are involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual proxy statement.

The Compensation and Organization Committee’s processes and procedures to determine executive compensation, including the use of compensation consultants and the role of executive officers in making recommendations relating to executive compensation, are described in the section captioned “COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 58 of this Proxy Statement.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee provides oversight of the Company’s attention to issues of social responsibility, including diversity and inclusion, health and safety, human rights, environmental and

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philanthropy and the Company’s policies, practices and progress with respect to such issues. James B. Bachmann, Sarah M. Gallagher and Archie M. Griffin served as members of the Corporate Social Responsibility Committee throughout Fiscal 2016.

The Corporate Social Responsibility Committee is organized and conducts its business pursuant to a written charter that was most recently revised by the Board on August 20, 2014, a copy of which is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. At least annually, the Corporate Social Responsibility Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

Executive Committee

Arthur C. Martinez, James B. Bachmann and Craig R. Stapleton served as members of the Executive Committee throughout Fiscal 2016. Fran Horowitz became a member of the Executive Committee on February 1, 2017, upon her appointment as Chief Executive Officer and a director of the Company.

The Executive Committee is organized and conducts its business pursuant to a written charter that was most recently revised by the Board on April 20, 2015, a copy of which is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. Periodically, the Executive Committee reviews and reassesses the adequacy of its charter, in consultation with the Nominating and Board Governance Committee, and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The Executive Committee is to act on behalf of the Board in between Board meetings with respect to matters that, in the opinion of the Company Chairman or the Lead Independent Director, should not be postponed until the next scheduled meeting of the Board, subject to such limitations as the Board and/or applicable law may impose. In addition, the Executive Committee has been appointed by the Board to take any action deemed necessary under exigent circumstances when a quorum of the Board cannot be satisfied, subject to any limitation imposed under applicable law.

Nominating and Board Governance Committee

Bonnie R. Brooks, Terry L. Burman, Sarah M. Gallagher, Archie M. Griffin and Craig R. Stapleton served as members of the Nominating and Board Governance Committee throughout Fiscal 2016. The Board has determined that each member of the Nominating and Board Governance Committee qualifies as an independent director under the applicable NYSE Rules.

The Nominating and Board Governance Committee is organized and conducts its business pursuant to a written charter which was most recently revised by the Board on February 18, 2015, a copy of which is posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. At least annually, the Nominating and Board Governance Committee reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices.

The purpose of the Nominating and Board Governance Committee is to provide oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of stockholders and developing and recommending to the Board a set of corporate governance principles applicable to the Company. The Nominating and Board Governance Committee also has responsibility for making recommendations to the Board and the Chairman of the Board in the area of committee membership selection, including Board committee chairs, and overseeing the evaluation of the Board. The Nominating and Board

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Governance Committee is also to annually review, receive recommendations from the Compensation and Organization Committee and make recommendations to the Board regarding the compensation for the Company’s non-associate directors. The Nominating and Board Governance Committee also has responsibility for the implementation of the Company’s related person transaction policy.

Director Qualifications and Consideration of Director Candidates

Under the Company’s Corporate Governance Guidelines, no director may be nominated by the Board to stand for election or re-election after reaching age 75. However, the Board may nominate such a director for election or re-election if the Board believes that such director’s service on the Board is in the best interests of the Company and our stockholders. On April 3, 2017, based on a recommendation from the Nominating and Board Governance Committee, the Board unanimously approved the nomination of Arthur C. Martinez for re-election to the Board and believes his continued service is in the best interests of the Company and our stockholders.

As described above, the Company has a standing Nominating and Board Governance Committee that has responsibility for providing oversight on a broad range of issues surrounding the composition and operation of the Board, including identifying candidates qualified to become directors and recommending director nominees to the Board.

When considering candidates for the Board, the Nominating and Board Governance Committee evaluates the entirety of each candidate’s credentials and, other than the age guidelines mentioned above, does not have specific eligibility requirements or minimum qualifications that must be met by a candidate. However, the Company’s Corporate Governance Guidelines provide that no member of the Board may simultaneously serve on the boards of directors of more than three public companies other than the Company unless the Board has determined, upon recommendation by the Nominating and Board Governance Committee, that the aggregate number of directorships held would not interfere with the individual’s ability to carry out his or her responsibilities as a director of the Company.

In considering director candidates, the Nominating and Board Governance Committee considers those factors it deems appropriate, including (i) the nominee’s independence, judgment, strength of character, ethics and integrity; (ii) the nominee’s business or other relevant experience and skills and knowledge useful to the oversight of the Company’s business; (iii) the Company’s strong commitment to diversity and inclusion at all levels of the Company; and (iv) such other factors as the members of the Nominating and Board Governance Committee conclude are appropriate in light of the needs of the Board. The Company believes that the Board as a whole should have competency in the following areas: (a) audit, accounting and finance; (b) business judgment; (c) management; (d) industry knowledge; (e) leadership; and (f) strategy/vision. Depending on the current needs of the Board, the Nominating and Board Governance Committee may weigh certain factors more or less heavily. The Nominating and Board Governance Committee does, however, believe that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would interfere with performance as a director.

While the Board and the Nominating and Board Governance Committee do not have specific eligibility requirements, other than the age guidelines mentioned above, and do not, as a matter of course, weigh any of the factors they deem appropriate more heavily than others, both the Board and the Nominating and Board Governance Committee believe that, as a group, the directors should have diverse backgrounds and qualifications. The Company believes that the members of the Board, as a group, have such backgrounds and qualifications, although this is an area of constant focus for the Board and the Nominating and Board Governance Committee.

The Nominating and Board Governance Committee considers candidates for the Board from any reasonable source, including stockholder recommendations, and does not evaluate candidates differently based on the source of the recommendation. The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. Accordingly, the Board believes that this ongoing

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pursuit of qualified candidates functions as an appropriate director succession plan. Pursuant to its charter, the Nominating and Board Governance Committee has the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates and to approve the fees and other retention terms for any such consultant or search firm. In Fiscal 2016, the Nominating and Board Governance Committee did not use any consultant or search firm.

Information regarding each of our directors is set forth above under the caption “Nominees.” In addition to the specific information presented with respect to such individual, the Company believes that each of our directors has a reputation for the highest character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. They have each demonstrated business acumen and an ability to exercise sound judgment.

Director Nominations

The Board, taking into account the recommendations of the Nominating and Board Governance Committee, selects nominees for election as directors at each annual meeting of stockholders. Stockholders may recommend director candidates for consideration by the Nominating and Board Governance Committee by giving written notice of the recommendation to the Chair of the Nominating and Board Governance Committee, in care of the Company, at the Company’s principal executive offices at 6301 Fitch Path, New Albany, Ohio 43054. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation. The recommendation must also describe the qualifications, attributes, skills or other qualities possessed by the recommended director candidate. A written statement from the candidate consenting to serve as a director, if elected, must accompany any such recommendation.

In addition, stockholders wishing to formally nominate a candidate for election as a director may do so provided they comply with the notice procedures set forth in Section 2.04 of the Company’s Amended and Restated Bylaws. A nominating stockholder must be a stockholder of record on both the date of the giving of the required notice of proposed nomination and the record date for determining the stockholders entitled to notice of and to vote at the relevant meeting of the stockholders.

The notice of a nominating stockholder in respect of an annual meeting of stockholders must be in writing and delivered in person or by United States certified mail, postage prepaid, and received by the Corporate Secretary of the Company, at the principal executive offices of the Company, not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, which, for purposes of the Company’s 2018 Annual Meeting, means no earlier than the close of business on January 16, 2018 and no later than the close of business on February 15, 2018. The Corporate Secretary of the Company will deliver any stockholder nominations received in a timely manner for review by the Nominating and Board Governance Committee.

The informational requirements for stockholder notices with respect to the nomination of director candidates are detailed and include the disclosure of all derivative and synthetic instruments and short interests held by the nominating stockholder and such stockholder’s affiliates or associates as well as by any proposed nominee.

A stockholder providing notice of any nomination proposed to be made at an annual meeting of stockholders must update and supplement such notice, if necessary, so that the information provided is true and correct as of the record date for determining the stockholders entitled to receive notice for the annual meeting. Such update and supplement must be delivered either in person or by United States certified mail, postage prepaid, and received by the Corporate Secretary of the Company, at the principal executive offices of the Company, not later than five business days after the record date for the annual meeting at issue.

No person may be elected as a director unless he or she has been nominated by a stockholder in the manner just described or by the Board or a committee of the Board.

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Directors Who Substantially Change Their Job Responsibility

A director must inform the Company Chairman or the Lead Independent Director, and the Chair of the Nominating and Board Governance Committee as promptly as feasible, in advance, if the director is contemplating a change in employment, membership on another public company board of directors, or any other board membership or other change in status or circumstances that might cause the Board to conclude that the director is no longer independent, is no longer qualified to serve on the Board or might not be able to continue to serve effectively or that such service otherwise is no longer appropriate. Such prior notice is intended to permit management of the Company to conduct a preliminary analysis of the potential impact of the proposed change on the director’s independence and/or service, and for the Company Chairman or the Lead Independent Director, and the Chair of the Nominating and Board Governance Committee to consider that analysis and, as appropriate, to consult with the director before the director commits to the proposed change. If the determination is made that the potential change constitutes a conflict of interest or interferes with the director’s ability to carry out his or her responsibilities as a director of the Company, the director must immediately submit a letter of resignation or not proceed with the potential change.

If sufficient prior notice cannot be given, the director must immediately submit a letter of resignation to the Company Chairman or the Lead Independent Director, and the Chair of the Nominating and Board Governance Committee. Upon receipt of such a letter of resignation, the Company Chairman or the Lead Independent Director, and the Chair of the Nominating and Board Governance Committee will duly consider the matter and make a timely recommendation to the full Board of the appropriate action, if any, to be taken with respect to the resignation.

It is not the sense of the Board that in every instance a director who is contemplating a change in the director’s job responsibility or other status should leave the Board. There should, however, be an opportunity for the Board, through the Company Chairman or the Lead Independent Director, and the Chair of the Nominating and Board Governance Committee, to review the effect, if any, of the proposed change on the interests of the Company.

In April 2016, Ms. Brooks provided notice to our Executive Chairman of the Board and our General Counsel of her interest in joining the board of directors of Chico’s FAS, Inc., an international specialty store group with brands targeting women 30 years and older. After review, it was determined that Ms. Brooks’ role and responsibilities as a director of Chico’s FAS, Inc. did not impact her status as an independent director of the Company or impact her qualifications to serve on our Board.

In June 2016, Ms. Gallagher provided notice to our Executive Chairman of the Board and our General Counsel of her interest in joining the board of directors of La-Z-Boy Incorporated, a leading residential furniture producer, and her interest in serving as Executive Advisor at FitForCommerce, a boutique consultancy focused on helping retailers and brands navigate the provider landscape. After review, it was determined that Ms. Gallagher’s role and responsibilities as a director of La-Z-Boy Incorporated and as Executive Advisor at FitForCommerce did not impact her status as an independent director of the Company or impact her qualifications to serve on our Board.

Board Role in Risk Oversight

The Board oversees the management of risks related to the operation of our Company. As part of its oversight, the Board receives periodic reports from members of our Enterprise Risk Management Committee, which is comprised of senior management of the Company, on various aspects of risk, including our enterprise risk management program. The committees of the Board also oversee the management of risks that fall within their respective areas of responsibility. In performing this function, each Board committee has full access to management, as well as the ability to engage advisors. The Chair of each Board committee reports on the applicable committee’s activities at each Board meeting and has the opportunity to discuss risk management with the full Board at that time.

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The Audit and Finance Committee oversees our policies with respect to risk assessment and risk management, as required under its charter and by applicable NYSE Rules. As an extension of this role, the Audit and Finance Committee oversees the Company’s enterprise risk management framework, the risk tolerance of the Company, the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit and Finance Committee also receives quarterly reports from the Enterprise Risk Management Committee and the Company’s General Counsel on various issues of risk and risk management programs. In addition, the Audit and Finance Committee meets privately on a regular basis with representatives of the Company’s independent registered public accounting firm to discuss the Company’s auditing and accounting processes and management.

The Compensation and Organization Committee assesses the incentives and risks arising from or related to the Company’s compensation programs and plans. The Compensation and Organization Committee receives a risk assessment from its independent compensation consultant that analyses the risks represented by each component of our executive compensation program, as well as mitigating factors, as discussed in further detail below.

The Nominating and Board Governance Committee reviews issues related to the Company’s governance structure, corporate governance matters and processes and risks arising from related person transactions.

The Corporate Social Responsibility Committee reviews issues related to diversity and inclusion, human rights and environmental and philanthropic matters.

Risk Assessment in Compensation Programs

Consistent with SEC disclosure requirements, management of the Company and the Compensation and Organization Committee have assessed the Company’s compensation programs. Based upon all of the facts and circumstances available to the Company at the time of the filing of this Proxy Statement, management of the Company and the Compensation and Organization Committee have concluded that there are no risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. This assessment was overseen by the Compensation and Organization Committee, in consultation with its independent counsel and independent compensation consultant.

We reviewed the compensation policies and practices in effect for our executive officers, our senior management and our associates and assessed the features we have built into the compensation programs to discourage excessive risk-taking. These features include, among other things, a balance between different elements of compensation and use of different time periods and performance metrics for different elements of compensation. The annual cash incentive program under the Abercrombie & Fitch Co. Incentive Compensation Performance Plan (the “Incentive Plan”) for the Leadership Team reflects performance on Adjusted EBIT goals and a scorecard of strategic and operational performance measures, as well as individual performance. The annual cash incentive program under the Incentive Plan for associates below the Leadership Team reflected corporate and brand-based performance measures for Fiscal 2016. The Company has also imposed stock ownership guidelines on senior management and included clawback provisions in our cash-based incentive plans and our equity-based incentive plans which are applicable to all participating associates.

Base Salary

•

Each job held by an associate below the Leadership Team level is assessed against the competitive market, and a range of base pay (within an overall salary grade structure) is assigned.

•

Individual merit pay decisions are constrained by a grid which relates the size of a pay increase to a given level of individual performance and/or competitive market position, subject to aggregate caps ( i.e. , the merit increase budget).

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•

At the Leadership Team level and for certain other designated officers, the Company reviews market data for the applicable position, and all pay decisions are reviewed and approved by the Compensation and Organization Committee.

Incentive Compensation

•

In Fiscal 2016, annual cash incentive payments to Leadership Team members were determined by overall Company performance on Adjusted EBIT goals and a scorecard of strategic and operational performance measures, as well as individual performance.

•

Adjusted EBIT is also used to determine the annual cash incentive pool below the Leadership Team and is a critical measure of the overall operating results of the business.

•

The Compensation and Organization Committee approves all goals for the annual cash incentive program and reviews and certifies performance achievement at the conclusion of the year.

•

The ability for a single individual to affect overall corporate EBIT is limited to a handful of the most senior executives.

•

Individual awards are capped for every associate, and are subject to Compensation and Organization Committee approval and, if necessary, the Compensation and Organization Committee’s negative discretion.

Long-Term Equity-Based Incentive Plans

•

In Fiscal 2016, the Company granted a mix of performance share awards (“PSAs”) and restricted stock units (“RSUs”). For Leadership Team members, including the NEOs, the mix was 50% in PSAs and 50% in time-vested RSUs with a Section 162(m) performance hurdle. Lower management levels received time-vested RSUs.

•

These awards vest over three or four years subsequent to grant, and provide a significant retention “hold” on associates, who would forfeit considerable value should they leave the Company prior to vesting.

•

In Fiscal 2016, the design of the PSAs granted to the NEOs provided for vesting based upon two performance metrics linked to the Company’s operating and stockholder return goals: Return on Invested Capital (“ROIC”) and Total Stockholder Return (“TSR”) versus the S&P Retail Select Industry Index (“Relative TSR”).

•

For PSAs, the time frame for measuring performance extends over three years, and three-year cliff vesting applies.

•

The Compensation and Organization Committee approves all PSA goals and reviews and certifies performance achievement at the conclusion of the three-year performance cycle.

•

Use of complementary metrics for annual cash incentives and PSAs, as well as a variety of time frames, serves to further mitigate risk.

Compensation of Directors

Any officer of the Company who is also a director receives no additional compensation for services rendered as a director. For Fiscal 2016, directors who are not associates of the Company or our subsidiaries (“non-associate directors”) were entitled to receive and, except as described below with respect to Arthur C. Martinez, they continue to be entitled to receive:

•

an annual cash retainer of $65,000 for Board service (paid quarterly in arrears);

•

an additional annual cash retainer for each standing committee Chair and member of $25,000 and $12,500, respectively, other than (i) the Chair and the members of the Audit and Finance Committee who

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are to receive an additional annual cash retainer of $40,000 and $25,000, respectively; and (ii) the Chair of the Compensation and Organization Committee who is to receive an additional annual cash retainer of $30,000, in each case for serving in the stated capacity. In each case, the retainers are paid quarterly in arrears; and

•

an annual grant of RSUs, to be granted on the date of the annual meeting of stockholders of the Company (if the non-associate directors continue to serve after the annual meeting of stockholders) and which will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of a non-associate director’s death or total disability or upon a change of control of the Company.

For Fiscal 2016, non-associate directors were eligible to receive, and, except as described below with respect to Mr. Martinez, they continue to be eligible to receive, an annual grant of RSUs on the date of the annual meeting of stockholders of the Company (if they continue to serve after the annual meeting of stockholders), with the market value of the underlying shares of Common Stock on the grant date to be $150,000. This grant, based on the market value of the shares of Common Stock underlying the RSUs to be granted, aligns with market practice and results in a consistent market value for the RSUs granted each year. The RSUs will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of a non-associate director’s death or total disability or upon termination of service in connection with a change of control of the Company.

In Mr. Martinez’s capacity as Non-Executive Chairman of the Board, for Fiscal 2016, he received:

•

an additional annual cash retainer of $200,000 (the “Non-Executive Chairman Cash Retainer”), paid quarterly in arrears; and

•

an additional annual grant of RSUs, with the market value of the underlying shares of Common Stock on the grant date being $100,000 (the “Non-Executive Chairman RSU Retainer”). The Non-Executive Chairman RSU Retainer was deferred by Mr. Martinez pursuant to the Directors’ Deferred Compensation Plan in Fiscal 2016.

The annual Non-Executive Chairman RSU Retainer for Fiscal 2016 is subject to the following provisions:

•

RSUs were granted on the date of the 2016 Annual Meeting; and

•

RSUs will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company.

On December 8, 2014, the Board appointed Mr. Martinez to serve as Executive Chairman of the Board and formed an Office of the Chairman. At that time, Mr. Martinez did not receive any additional compensation. As a result of this appointment, Mr. Martinez led the Office of the Chairman in his capacity as the representative of the Board. In addition, certain officers of the Company, including certain members of the former Office of the Chairman, reported to Mr. Martinez as a representative of the Board. On April 20, 2015, in connection with the expanded responsibilities and increased time commitment associated with his appointment as Executive Chairman of the Board, the Board determined to award additional compensation to Mr. Martinez to compensate him appropriately in his new role. Such compensation was to end coincident with the appointment of a new Chief Executive Officer of the Company.

In Mr. Martinez’s capacity as Executive Chairman of the Board, for Fiscal 2016, he received (in addition to the compensation received by all non-associate directors, the Non-Executive Chairman Cash Retainer and the Non-Executive Chairman RSU Retainer):

•

an additional annual cash retainer of $625,000 (the “Original Executive Chairman Cash Retainer”), paid quarterly in arrears; and

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•

an additional annual grant of RSUs, with the market value of the underlying shares of Common Stock on the grant date being $1,875,000 (the “Original Executive Chairman RSU Retainer”).

The Original Executive Chairman RSU Retainer for Fiscal 2016 was subject to the following provisions:

•

RSUs were granted on the date of the 2016 Annual Meeting;

•

RSUs were to vest on the earliest of: (i) the date on which the Board appoints a Chief Executive Officer of the Company, unless the Board determined otherwise; (ii) the first anniversary of the grant date; or (iii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of Martinez’s death or total disability or upon a change of control of the Company;

•

RSUs that vest due to the appointment of a Chief Executive Officer of the Company were to be pro-rated for the portion of the year that has elapsed between the grant date and the date of appointment of a Chief Executive Officer, unless the Board determined otherwise; and

•

if Mr. Martinez’s service as Executive Chairman of the Board were to end for any reason other than his death or total disability or appointment of a Chief Executive Officer of the Company, a pro-rata portion of the unvested RSUs were to vest to reflect the portion of the year that has elapsed between the grant date and the date on which his service as Executive Chairman of the Board ended.

On January 30, 2017, the Board appointed Fran Horowitz to serve as the Chief Executive Officer of the Company, effective February 1, 2017. In conjunction with Ms. Horowitz’s appointment as the Chief Executive Officer of the Company, the Board dissolved the Office of the Chairman, effective February 1, 2017. In addition, all officers of the Company who had reported to Mr. Martinez while he was leading the Office of the Chairman in his capacity as the representative of the Board, would now report directly to Ms. Horowitz.

In connection with the appointment of Ms. Horowitz as Chief Executive Officer of the Company, the Board determined on April 3, 2017 that the compensation to be received by Mr. Martinez in his role as Executive Chairman of the Board will be modified to reflect the reduced responsibilities Mr. Martinez will have in the future. The annual cash retainers received in the capacity as a non-associate director (whether for Board service or Board committee service), the Non-Executive Chairman Cash Retainer and the Original Executive Chairman Cash Retainer will no longer be paid to Mr. Martinez effective as of February 1, 2017. The Original Executive Chairman RSU Retainer which had been granted to Mr. Martinez on the date of the 2016 Annual Meeting was vested on April 3, 2017 with the number of vested RSUs based on the period of time which elapsed from June 16, 2016 to February 1, 2017. Mr. Martinez’s other outstanding RSU awards ( i.e. , the award received as a non-associate director and the Non-Executive Chairman RSU Retainer) will vest in full in accordance with their terms as described above.

Mr. Martinez will no longer receive the same cash compensation as the other non-associate directors for Board service or Board committee service and he will no longer receive the Non-Executive Chairman Cash Retainer or the Original Executive Chairman Cash Retainer. In addition, beginning with the next annual meeting of stockholders of the Company, he will no longer receive the same annual grant of RSUs as the other non-associate directors and he will not receive the annual grant of the Non-Executive Chairman RSU Retainer or the Original Executive Chairman RSU Retainer.

In his capacity as Executive Chairman of the Board, from and after February 1, 2017, Mr. Martinez is to receive:

•

an annual cash retainer of $500,000 (the “New Executive Chairman Cash Retainer”), to be paid quarterly in arrears.

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The New Executive Chairman Cash Retainer to be received by Mr. Martinez for the period of time between February 1, 2017 and June 15, 2017 will be based on the portion of a full year that such period of time represents; and

•

an annual grant of RSUs, with the market value of the shares of Common Stock underlying the annual grant to be $1,000,000 on the grant date (the “New Executive Chairman RSU Retainer”).

Effective April 3, 2017, Mr. Martinez was granted a pro-rated New Executive Chairman RSU Retainer that:

•

was based on the portion of a full year that the period of time between February 1, 2017 and June 15, 2017 represents (or 32,318 RSUs with a market value of $367,132);

•

based the number of RSUs granted on the closing price of a share of the Company’s Common Stock on the April 3, 2017 grant date (if the closing price of a share of the Company’s Common Stock had been higher on February 1, 2017, the closing price on February 1, 2017 would have been used in determining the number of RSUs granted — the closing price was the same on each of February 1, 2017 and April 3, 2017); and

•

will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company.

Beginning with the date of the next annual meeting of the stockholders of the Company, unless the Board determines otherwise, the full amount of the annual New Executive Chairman Cash Retainer will be paid (quarterly in arrears) and the annual grant of the New Executive Chairman RSU Retainer will be subject to the following provisions:

•

RSUs representing the full amount of the New Executive Chairman RSU Retainer are to be granted on the date of the annual meeting of stockholders of the Company (if Mr. Martinez continues to serve after the annual meeting of stockholders); and

•

RSUs will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company after the grant date; in each case, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company.

All non-associate directors are reimbursed for their expenses for attending meetings of the Board of Directors and Board committees and receive the discount on purchases of the Company’s merchandise extended to all Company associates.

The Company has maintained the Directors’ Deferred Compensation Plan since October 1, 1998. The Directors’ Deferred Compensation Plan was split into two plans (Plan I and Plan II) as of January 1, 2005 to comply with Internal Revenue Code Section 409A. The terms of Plan I govern “amounts deferred” (within the meaning of Section 409A) in taxable years beginning before January 1, 2005 and any earnings thereon. The terms of Plan II govern “amounts deferred” in taxable years beginning on or after January 1, 2005 and any earnings thereon. Voluntary participation in the Directors’ Deferred Compensation Plan enables a non-associate director of the Company to defer all or a part of his or her retainers, meeting fees (which are no longer paid) and stock-based incentives (including options, restricted shares of Common Stock and RSUs). The deferred compensation is credited to a bookkeeping account where it is converted into a share equivalent. Stock-based incentives deferred pursuant to the Directors’ Deferred Compensation Plan are credited as shares of Common Stock. Amounts otherwise payable in cash are converted into a share equivalent based on the fair market value of the Company’s Common Stock on the date the amount is credited to a non-associate director’s bookkeeping account. Dividend equivalents will be credited on the shares of Common Stock credited to a non-associate director’s bookkeeping account (at the same rate as cash dividends are paid in respect of outstanding shares of Common Stock) and converted into a share equivalent. Each non-associate director’s only right with respect to

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his or her bookkeeping account (and the amounts allocated thereto) will be to receive distribution of the amount in the account in accordance with the terms of the Directors’ Deferred Compensation Plan. Distribution of the deferred amount is made in the form of a single lump-sum transfer of the whole shares of Common Stock represented by the share equivalents in the non-associate director’s bookkeeping account (plus cash representing the value of fractional shares) or annual installments in accordance with the election made by the non-associate director. Shares of Common Stock will be distributed under the Company’s 2016 Directors LTIP in respect of deferred compensation allocated to non-associate directors’ bookkeeping accounts on or after June 16, 2016, under the Company’s 2005 Long-Term Incentive Plan (the “2005 LTIP”) in respect of deferred compensation allocated to non-associate directors’ bookkeeping accounts between August 1, 2005 and June 15, 2016, under the Company’s 2003 Stock Plan for Non-Associate Directors in respect of deferred compensation allocated to non-associate directors’ bookkeeping accounts between May 22, 2003 and July 31, 2005 and under the 1998 Restatement of the Company’s 1996 Stock Plan for Non-Associate Directors in respect of deferred compensation allocated to non-associate directors’ bookkeeping accounts prior to May 22, 2003.

The following table summarizes the compensation paid to, awarded to or earned by, each individual who served as a non-associate director during Fiscal 2016 for service on the Board. The Company’s Chief Executive Officer Fran Horowitz is not included in this table as she was not appointed as a director until February 1, 2017. Further, as an officer of the Company, she receives no compensation for her services as a director. The compensation received by Ms. Horowitz as an officer of the Company is shown in the “Fiscal 2016 Summary Compensation Table” beginning on page 80 of this Proxy Statement and discussed in the text and tables included under the section captioned “EXECUTIVE OFFICER COMPENSATION” beginning on page 80 of this Proxy Statement.

Director Compensation for Fiscal 2016

Name

Fees Earned
or Paid in
Cash
Stock
Awards
Option
Awards (1)
All Other
Compensation (2)
Total

James B. Bachmann

$ 130,000 $ 143,568 (3) $ — $N/A $ 273,568

Bonnie R. Brooks

$ 77,500 $ 143,568 (3) $ — $N/A $ 221,068

Terry L. Burman

$ 102,500 $ 143,568 (3) $ — $N/A $ 246,068

Sarah M. Gallagher

$ 90,000 $ 143,568 (3) $ — $N/A $ 233,568

Michael E. Greenlees

$ 120,000 $ 143,568 (3) $ — $N/A $ 263,568

Archie M. Griffin

$ 102,500 $ 143,568 (3) $ — $N/A $ 246,068

Arthur C. Martinez

$ 915,000 $ 2,033,865 (3)(4) $ — $N/A $ 2,948,865

Charles R. Perrin

$ 102,500 $ 143,568 (3) $ — $N/A $ 246,068

Stephanie M. Shern

$ 90,000 $ 143,568 (3) $ — $N/A $ 233,568

Craig R. Stapleton

$ 127,500 $ 143,568 (3) $ — $N/A $ 271,068

(1)

No individuals named in this table held outstanding options at January 28, 2017.

(2)

The aggregate value of the perquisites and other personal benefits received by each non-associate director for Fiscal 2016 was less than $10,000.

(3)

Each of the current non-associate directors was granted an award of RSUs covering 8,043 shares of Common Stock on the date of the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”). The amount of $143,568 included in the total amount shown in this column for the current non-associate directors is reported using the grant date fair value of the award, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), of $17.85 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($18.65) and adjusted for anticipated dividend payments during the one-year vesting period. See “Note 13. SHARE-BASED COMPENSATION” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2016 Form 10-K, for assumptions used in the calculation of the amounts shown and information regarding the Company’s share-based compensation. Each award of RSUs granted on the date of the 2016 Annual Meeting remained outstanding at January 28, 2017.

(4)

Mr. Martinez was granted two awards of RSUs governing 100,537 and 5,362 shares of Common Stock, respectively, on the date of the 2016 Annual Meeting. The amount of $1,890,297 included in the total amount shown in this column for Mr. Martinez is reported using the grant date fair value of the two awards, as computed in accordance with GAAP, of $17.85 per RSU, based upon the closing price of the Company’s Common Stock on the grant date ($18.65) and adjusted for anticipated dividend payments during the one-year vesting

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period. See “Note 13. SHARE-BASED COMPENSATION” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2016 Form 10-K, for assumptions used in the calculation of the amounts shown and information regarding the Company’s share-based compensation. Each award of RSUs granted to Mr. Martinez on the date of the 2016 Annual Meeting remained outstanding at January  28, 2017.

Corporate Governance Guidelines

In accordance with applicable NYSE Rules, the Board has adopted the Abercrombie & Fitch Co. Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and to reflect the Company’s commitment to the highest standards of corporate governance. The Board, with the assistance of the Nominating and Board Governance Committee, periodically reviews the Corporate Governance Guidelines to ensure they reflect changes in legal or regulatory requirements, evolving corporate governance practices and the Board’s policies and procedures. The Corporate Governance Guidelines, which were most recently amended by the Board on February 15, 2017, are available on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page.

Code of Business Conduct and Ethics

In accordance with applicable NYSE Rules, the Board has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which was most recently amended by the Board on December 15, 2015 and is available on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. The Code of Business Conduct and Ethics, which is applicable to all associates, managers, officers and directors worldwide (including members of the Board), incorporates an additional Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, Controllers, the Treasurer, all Vice Presidents in the Finance Department and other designated financial associates. The Company intends to satisfy any disclosure requirements regarding any amendment of, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page.

Compensation and Organization Committee Interlocks and Insider Participation

With respect to Fiscal 2016 and from January 29, 2017 through the date of this Proxy Statement, there were no interlocking relationships between any executive officer of the Company and any entity, one of whose executive officers serves or served on the Company’s Compensation and Organization Committee or the Board, or any other relationship required to be disclosed in this section under the applicable SEC Rules.

The Compensation and Organization Committee is currently comprised of Michael E. Greenlees (Chair), Terry L. Burman, Charles R. Perrin and Craig R. Stapleton. Each of Messrs. Greenlees, Burman, Perrin and Stapleton served as a member of the Compensation and Organization Committee throughout Fiscal 2016.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table furnishes, with respect to each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock of the Company, the name and address of such beneficial owner, the number of shares of Common Stock reported as beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by such beneficial owner in the most recent Schedule 13G or Schedule 13G/A filed with the SEC and the percentage such shares comprised of the outstanding shares of Common Stock of the Company as of April 17, 2017.

Name and Address of Beneficial Owner

Amount and
Nature of Beneficial
Ownership
Percent  of
Class (1)

BlackRock, Inc.

7,987,338 (2) 11.7%

55 East 52 nd Street

New York, NY 10055

FMR LLC

5,985,000 (3) 8.8%

Abigail P. Johnson

Fidelity Low-Priced Stock Fund

245 Summer Street

Boston, MA 02210

The Vanguard Group, Inc.

5,905,402 (4) 8.7%

100 Vanguard Blvd.

Malvern, PA 19355

Dimensional Fund Advisors LP

5,643,643 (5) 8.3%

Building One

6300 Bee Cave Road

Austin, TX 78746

(1)

The percent of class is based upon 67,995,752 shares of Common Stock outstanding on April 17, 2017.

(2)

Based on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 12, 2017 to report beneficial ownership of shares of the Company’s Common Stock as of December 31, 2016. BlackRock, Inc. reported that, through its subsidiaries (BlackRock (Netherlands) B.V.; BlackRock Advisors, LLC; BlackRock Asset Management Canada Limited; BlackRock Asset Management Ireland Limited; BlackRock Asset Management Schweiz AG; BlackRock Financial Management, Inc.; BlackRock Fund Advisors (which was reported to beneficially own 5% or greater of the outstanding shares of Common Stock); BlackRock Institutional Trust Company, N.A.; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Ltd; BlackRock Investment Management, LLC; BlackRock Life Limited; and FutureAdvisor, Inc.), it is deemed to be the beneficial owner of 7,987,338 shares of Common Stock. BlackRock, Inc. reported sole voting power as to 7,810,528 shares of Common Stock and sole dispositive power as to 7,987,338 shares of Common Stock.

(3)

Based on information contained in a Schedule 13G/A filed by FMR LLC, Abigail P. Johnson and Fidelity Low-Priced Stock Fund with the SEC on February 14, 2017 to report beneficial ownership of shares of the Company’s Common Stock as of December 31, 2016. Fidelity Low-Priced Stock Fund, a registered investment fund, 245 Summer Street, Boston, Massachusetts 02210, was reported to beneficially own 5,351,500 shares of Common Stock (7.9% of the shares outstanding on April 17, 2017) and to have sole voting power with respect to those shares of Common Stock.

Abigail P. Johnson, who is a Director, the Chairman and the Chief Executive Officer of FMR LLC, and FMR LLC, through its control of Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC and a registered investment advisor (“FMR Co”), and the various registered investment companies for which FMR Co serves as investment adviser (the “Fidelity Funds”), each was reported to have sole power to dispose of the 5,985,000 shares of Common Stock owned by the Fidelity Funds. Neither FMR LLC nor Abigail P. Johnson was reported to have the sole power to vote or direct the voting of the shares of Common Stock owned directly by the Fidelity Funds, which power was reported to reside with the Fidelity Funds’ Boards of Trustees. FMR Co was reported to carry out the voting of the shares of Common Stock under written guidelines established by the Fidelity Funds’ Boards of Trustees and to beneficially own 5% or greater of the outstanding shares of Common Stock. FMR LLC was reported to have sole voting power as to 633,500 shares of Common Stock.

Members of the Johnson family, including Abigail P. Johnson, were reported to be the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders were reported to have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority of the Series B voting common shares. Through their ownership of voting

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common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

(4)

Based on information contained in a Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 8, 2017 to report beneficial ownership of shares of the Company’s Common Stock as of December 31, 2016. The Vanguard Group, Inc. reported that it is deemed to be the beneficial owner of 5,905,402 shares of Common Stock. The Vanguard Group, Inc. reported sole voting power as to 81,551 shares of Common Stock, shared voting power as to 10,685 shares of Common Stock, sole dispositive power as to 5,817,076 shares of Common Stock and shared dispositive power as to 88,326 shares of Common Stock.

Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., was reported to be the beneficial owner of 77,641 shares of Common Stock (0.1% of the shares outstanding on April 17, 2017) as a result of VFTC serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., was reported to be the beneficial owner of 14,595 shares of Common Stock (0.02% of the shares outstanding on April 17, 2017) as a result of VIA serving as investment manager of Australian investment offerings.

(5)

Based on information contained in a Schedule 13G filed by Dimensional Fund Advisors LP, a registered investment adviser, with the SEC on February 9, 2017 to report beneficial ownership of shares of the Company’s Common Stock as of December 31, 2016. The Schedule 13G reported that Dimensional Fund Advisors LP had sole voting power as to 5,538,269 shares of Common Stock and sole dispositive power as to 5,643,643 shares of Common Stock, all of which shares of Common Stock were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager or sub-adviser. The shares of Common Stock reported were owned by the investment companies, commingled funds, group trusts and separate accounts and Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported shares of Common Stock.

The following table furnishes the number of shares of Common Stock of the Company beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by each of the current directors, by each of the Nominees, by each of the named executive officers, and by all of the current directors and executive officers as a group, as of April 17, 2017.

Name of Beneficial Owner

Amount and
Nature of Beneficial
Ownership (1)(2)
Percent  of
Class (3)

Stacia Andersen

9,090 *

James B. Bachmann

38,279 *

Bonnie R. Brooks

18,634 *

Terry L. Burman

27,934 *

Diane Chang

51,197 *

Joanne C. Crevoiserat

57,626 *

Sarah M. Gallagher (4)

8,191 *

Michael E. Greenlees (4)

1,500 *

Archie M. Griffin (4)

15,473 *

Fran Horowitz

73,039 *

Arthur C. Martinez (4)

20,000 *

Charles R. Perrin (4)

33,458 *

Jonathan E. Ramsden

56,328 *

Kristin Scott

0 *

Stephanie M. Shern

16,434 *

Craig R. Stapleton (4)

57,398 *

Current directors and executive officers as a group (15 persons)

436,266 *

* Less than 1%.

(1)

Unless otherwise indicated, each individual has voting and dispositive power over the listed shares of Common Stock and such voting and dispositive power is exercised solely by the named individual or shared with a spouse.

Includes the following number of shares of Common Stock issuable by June 16, 2017 upon vesting of RSUs or the exercise of outstanding in-the-money options and stock appreciation rights (“SARs”) which are currently exercisable or will become exercisable by June 16, 2017: Ms. Andersen — 9,090 shares; Mr. Bachmann — 8,043 shares; Ms. Brooks — 8,043 shares; Mr. Burman — 8,043 shares; Ms. Crevoiserat — 20,000 shares; Mr. Griffin — 4,021 shares; Mr. Perrin — 8,043 shares; Ms. Shern — 8,043 shares; and all

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current directors and executive officers as a group — 73,326 shares. The Company has included for this purpose the gross number of shares of Common Stock deliverable upon vesting of RSUs or the exercise of outstanding in-the-money options and SARs, but the actual number of shares received will be less as a result of the payment of applicable withholding taxes. The numbers reported do not include any unvested RSUs or any unvested in-the-money options or SARS held by directors or executive officers (other than those specified in this footnote).

(2)

The actual number of shares of Common Stock that would be acquired upon exercise of the SARs will vary depending on the fair market value of the Company’s Common Stock at the time of exercise and the payment of applicable withholding taxes.

Not included in the table are shares underlying options or SARs which are currently exercisable or will become exercisable by June 16, 2017 but as to which the base price is greater than the $10.94 fair market value of a share of Common Stock at April 17, 2017:

(a)

for Ms. Chang, 50,000 gross shares subject to options with a base price of $73.42; 50,000 gross shares subject to options with a base price of $78.65; 105,000 gross shares subject to SARs with a base price of $44.86; 70,000 gross shares subject to SARs with a base price of $54.87; 67,500 gross shares subject to SARs with a base price of $52.89; 42,000 gross shares subject to SARs with a base price of $45.69; and 8,750 gross shares subject to SARs with a base price of $39.636; 13,513 gross shares subject to SARs with a base price of $22.46, representing an aggregate of 406,763 gross shares subject to options and SARs with a base price which is greater than the $10.94 fair market value of a share of Common Stock at April 17, 2017.

(b)

for Ms. Crevoiserat, 71,250 gross shares subject to SARs with a base price of $37.14; 13,513 gross shares subject to SARs with a base price of $22.46, representing an aggregate of 84,763 gross shares subject to SARs with a base price which is greater than the $10.94 fair market value of a share of Common Stock at April 17, 2017.

(c)

for Ms. Horowitz, 12,241 gross shares subject to SARs with a base price of $28.81; 16,892 gross shares subject to SARs with a base price of $22.46, representing an aggregate of 29,133 gross shares subject to SARs with a base price which is greater than the $10.94 fair market value of a share of Common Stock at April 17, 2017

The numbers reported do not include any unvested options or SARs held by executive officers (other than those specified in this footnote).

(3)

The percent of class is based upon the sum of 67,995,752 shares of Common Stock outstanding on April 17, 2017 and the number of shares of Common Stock, if any, as to which the named individual or group has the right to acquire beneficial ownership by June 16, 2017, either (i) through the vesting of RSUs or upon the exercise of options which are currently exercisable or will become exercisable by June 16, 2017 or (ii) upon the exercise of SARs which are currently exercisable or will become exercisable by June 16, 2017, assuming the $10.94 fair market value of a share of Common Stock at April 17, 2017 and base prices of the SARs in excess of such fair market value (computed as net common shares to be received upon exercise of SARs in the same manner as in footnote (2) to this table).

(4)

The “Amount and Nature of Beneficial Ownership” does not include the following number of shares of Common Stock credited to the bookkeeping accounts of the following directors under the Directors’ Deferred Compensation Plan or that will be credited to such bookkeeping accounts by June 16, 2017 as a result of the deferral of RSUs which are to vest by June 16, 2017: Ms. Gallagher — 11,151 shares; Mr. Greenlees — 27,816 shares; Mr. Griffin — 49,572 shares; Mr. Martinez — 230,564 shares; Mr. Perrin — 4,770 shares; Mr. Stapleton — 31,868 shares; and all current directors as a group — 355,741 shares. While the directors have an economic interest in these shares, each director’s only right with respect to his or her bookkeeping account (and the amounts allocated thereto) is to receive a distribution of the whole shares of Common Stock represented by the share equivalent credited to his or her bookkeeping account (plus cash representing the value of fractional shares) in accordance with the terms of the Directors’ Deferred Compensation Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Company’s knowledge, based solely on a review of the forms furnished to the Company and written representations that no other forms were required, during Fiscal 2016, all directors, officers and beneficial owners of greater than 10% of the outstanding shares of Common Stock timely filed the reports required by Section 16(a) of the Exchange Act; except that Kristin Scott, an executive officer of the Company, filed late her initial Form 3.

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PROPOSAL 2 — ADVISORY VOTE ON THE FREQUENCY OF

THE FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In Proposal 3 below, the Company is asking stockholders to vote on executive compensation, and has provided this type of advisory vote every year since 2011. Under Exchange Act Rule 14a-21(b), the Company is required to include a separate resolution subject to a stockholder advisory vote at least once every six years with respect to the frequency of the future advisory votes on executive compensation. The last such advisory vote occurred at the Company’s 2011 Annual Meeting of Stockholders. Accordingly, the Company is now asking stockholders to vote on whether future advisory votes on executive compensation should occur every year, every two years or every three years.

After careful consideration, the Board has determined that holding an advisory vote on executive compensation every year continues to be the most appropriate policy for the Company, and unanimously recommends that stockholders vote for future advisory votes on executive compensation to occur every year. While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on executive compensation also provides the Company with more direct and immediate feedback on our compensation disclosures. However, stockholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change the Company’s executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

The Company understands that our stockholders may have different views as to what is an appropriate frequency for advisory votes on executive compensation, and we will carefully review the voting results on this proposal. Stockholders will be able to specify one of four choices for this proposal on the form of proxy: one year; two years; three years; or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO CONDUCT THE FUTURE

ADVISORY VOTES ON EXECUTIVE COMPENSATION “EVERY 1 YEAR.”

Required Vote

The non-binding vote on the frequency of the future advisory votes on executive compensation requires the approval of the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Under applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes for any of the choices under the proposal.

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PROPOSAL 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described below in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this Proxy Statement beginning on page 58, the Company implemented significant changes to its compensation programs for its NEOs for Fiscal 2015. Because of the high level of stockholder support that we obtained at the 2016 Annual Meeting, changes for Fiscal 2016 were limited.

Stockholders are urged to read the “COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 58 of this Proxy Statement, which describes in more detail how the Company’s executive compensation policies and procedures achieve the Company’s compensation objectives, as well as the “Fiscal 2016 Summary Compensation Table” beginning on page 80 of this Proxy Statement and related compensation tables, notes and narrative, which provide detailed information on the compensation of the NEOs.

In accordance with Exchange Act Rule 14a-21(a), and as a matter of good corporate governance, the Company is asking stockholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of Abercrombie & Fitch Co. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Fiscal 2016 Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “Say on Pay” vote, is non-binding on the Board. Although non-binding, the Board and the Compensation and Organization Committee will carefully review and consider the voting results when evaluating our executive compensation programs for Fiscal 2018 and future years. Taking into account the advisory vote of stockholders regarding the frequency of future advisory votes to approve executive compensation at our 2011 Annual Meeting of Stockholders, the Board’s current policy is to include an advisory resolution regarding approval of the compensation of our named executive officers annually. The timing of the next advisory vote to approve our executive compensation is dependent upon the outcome of the vote with respect to “Proposal 2 — ADVISORY VOTE ON THE FREQUENCY OF THE FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION,” which is discussed on page 57 of this Proxy Statement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Required Vote

The approval of the advisory resolution on executive compensation requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and voting thereon. Under applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will not be counted as votes “FOR” or “AGAINST” the proposal.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides important information on our executive compensation programs and on the amounts shown in the executive compensation tables that follow. In this Proxy Statement, the term “named executive officers” (sometimes referred to as “NEOs”) means the individual executive officers named in the executive compensation tables that follow (and who are listed below). The compensation programs are governed by our Compensation and Organization Committee, which is comprised solely of independent directors of the Company.

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The Company’s NEOs include the following individuals:

NEO

Position During Fiscal 2016

Fran Horowitz (1)

President & Chief Merchandising Officer

Joanne C. Crevoiserat (2)

Executive Vice President and Chief Financial Officer (Interim Principal Executive Officer from June 13, 2016 to January 31, 2017)

Kristin Scott (3)

Brand President — Hollister

Stacia Andersen (4)

Brand President — Abercrombie & Fitch/abercrombie kids

Diane Chang (5)

Former Executive Vice President — Sourcing

Jonathan E. Ramsden (6)

Former Chief Operating Officer (Interim Principal Executive Officer from December 8, 2014 to June 12, 2016)

(1)

Ms. Horowitz was elected as Chief Executive Officer of the Company on February 1, 2017. Prior thereto, she served as President & Chief Merchandising Officer of the Company.

(2)

Ms. Crevoiserat was elected as Chief Operating Officer of the Company on February 1, 2017 and continues to hold her positions as Executive Vice President and Chief Financial Officer of the Company.

(3)

Ms. Scott began employment with the Company on August 30, 2016.

(4)

Ms. Andersen began employment with the Company on June 16, 2016.

(5)

From January 29, 2017 through June 23, 2017, Ms. Chang will be employed by the Company in a part-time capacity until she retires effective June 24, 2017. Prior to January 29, 2017, she served as Executive Vice President — Sourcing of the Company.

(6)

On June 15, 2016, Mr. Ramsden voluntarily resigned from his employment with the Company.

Executive Summary

Continued, Multi-Year Transition of Abercrombie & Fitch Leadership

We continued to make organizational changes during Fiscal 2016, continuing the evolution that we began at the end of Fiscal 2013 and that included the retirement of Michael S. Jeffries, our former Chief Executive Officer, at the end of Fiscal 2014. Among other factors, these changes were designed to support a transition in leadership and a move to a brand-based organizational model. They also reflect our commitment to best practices in corporate governance.

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Key personnel changes in Fiscal 2016 and early Fiscal 2017 solidified our core Leadership Team, including our hiring of two Brand Presidents, the naming of a new Chief Executive Officer and the elevation of our Chief Financial Officer to the Chief Operating Officer position. A timeline of key leadership changes is as follows:

LOGO

Fiscal 2016 Financial Results

Our financial results for Fiscal 2016 fell short of our expectations during what was, and continues to be, a challenging operating environment for our industry. That said, our efforts to create a more customer-centric and consistent voice, product and experience for the Hollister brand have been well received by consumers and contributed to the brand’s comparable store sales growth in the fourth quarter. While our efforts to revitalize the Abercrombie brand have not yet met the same success, the lessons learned at Hollister are now being applied at the Abercrombie brand as well.

Fiscal 2016 also marked significant progress across a number of our strategic priorities for both brands. We continued to make significant investments in our product, stores, people and processes with the aim to better position the Company for improved future performance. Efforts to improve consumer engagement have allowed us to better understand what inspires our customers and have informed efforts to evolve the identities for each of our brands, as well as allowing us to improve product assortment and merchandising. Store closures and remodels, channel optimization initiatives, and ongoing investments in direct-to-consumer and omnichannel capabilities have kept us nimble in, and responsive to, the evolving retail landscape.

For Fiscal 2017, we continue to manage the business with an eye toward disciplined investment across these strategic priorities — balancing top-line growth initiatives with efforts to improve operating efficiency that will drive incremental bottom-line results.

Annual Cash Incentive Program Retrospective Financial Performance (Adjusted EBIT) MODIFIED BY Forward-Looking Strategic Drivers (Scorecard) MODIFIED BY Individual Performance Long-Term Incentives 50% Performance Share Awards (PSAs) Cliff vest at end of 3-year period based on continued service and achievement against pre-established financial goals 50% Restricted Stock Units (RSUs) Vest ratably over 4-year period based on continued service and subject to Section 162(m) performance hurdle ROIC (50%) 3-year average annual result Relative TSR (50%) Measured against S&P Retail Select Industry Index over 3-year period

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Fiscal 2016 Strategic and Operational Driver Results

Strategic and Operational Drivers

Results

Increase Company Net Promoter Score

•   Net Promoter Score gains were achieved for both Stores and Direct-to-Consumer (DTC) segments, due in part to an increased focus on leveraging customer feedback tools

LOGO

Increase Consideration

•   Consideration at both the Abercrombie & Fitch/abercrombie kids and the Hollister brands was generally in line with the Company’s expectations

LOGO

Increase Traffic Likes

•   Sequential improvement in DTC traffic showed modest improvement while Stores traffic fell below expectations

•   Overall Company traffic was below expectations

LOGO

Increase Conversion Likes

•   Store conversion trended positively

•   DTC showed double-digit increase in conversion due in part to improved promotional cadence and investment in the customer experience

LOGO

Continuous Profit Improvement

•   Continuous Profit Improvement initiatives achieved cost savings well in excess of plan

LOGO

Increase Associate Retention

•   Significant improvement in retention among Stores Management in response to compensation and role enhancements and among Home Office Associates due to continued stabilization of Company leadership

LOGO

Pay for Performance Culture

During Fiscal 2016, the Company continued to evolve our business and respond to challenges in the macroeconomic and consumer environment, but despite the progress made, our financial and stockholder return performance fell short of expectations. The Company remains committed to: (i) creating long-term value for stockholders by increasing accountability for the performance of the Company’s brands; and (ii) aligning the outcomes of the Company’s compensation programs with the Company’s performance.

The Company’s pay for performance culture is evidenced by the following incentive outcomes for Fiscal 2016:

•

No annual cash incentive payments were made for Fiscal 2016, reflecting the Compensation and Organization Committee’s evaluation that Company financial performance was below the threshold performance level; and

•

No payout was made with respect to the recently completed Fiscal 2014-Fiscal 2016 PSA cycle, as the Compensation and Organization Committee determined that performance for all tranches of these awards was achieved below threshold.

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In addition, all of the outstanding in-cycle PSA cycles are trending below threshold, and all option awards and all SAR awards held by our NEOs were underwater as of the end of Fiscal 2016.

Fiscal 2016 Annual Cash Incentive Program

Status of Outstanding PSA Cycles

LOGO

Fiscal 2014 —

Fiscal 2016

LOGO

•  3-yr Relative TSR (33%)

•  3-yr ROE (33%)

•  Annual EBIT Margin Improvement (11% each year)

All tranches forfeited

Fiscal 2015 —

Fiscal 2017

LOGO

•  3-yr Relative TSR (50%)

•  3-yr Average ROIC (50%)

Trending below threshold

•  Company Adjusted EBIT results for Spring (30%) and Fall (70%) seasons fell below the pre-established threshold

•  No adjustments were made for strategic, operational or individual performance

Fiscal 2016 —

Fiscal 2018

LOGO

•  3-yr Relative TSR (50%)

•  3-yr Average ROIC (50%)

Trending below threshold

Stockholder Outreach on “Say on Pay” Vote

As a result of the Company’s extensive stockholder outreach efforts and responsiveness to stockholder concerns, stockholders representing over 96% of the votes cast voted in favor of the Company’s executive compensation program at the 2016 Annual Meeting. The Company continued in Fiscal 2016 to have extensive dialogue with our stockholders in Fiscal 2016. Over the past twelve months, we held discussions with stockholders who, in the aggregate represented approximately 50% of the shares of Common Stock eligible to be voted at the Annual Meeting. The Company expects to continue such discussions and, as a matter of policy and practice, fosters and encourages ongoing engagement with our stockholders on compensation and other matters.

Compensation Structure in Fiscal 2016

After several years of significant change, our compensation programs remained largely unchanged in Fiscal 2016. The modest changes made to our compensation structure in Fiscal 2016 included: (i) the adoption of a formalized structure for the use of forward-looking strategic drivers in the measurement of Company performance for the annual cash incentive program under the Incentive Plan; and (ii) the transition to an equal mix of long-term incentive vehicles of 50% delivered in PSAs and 50% delivered in time-vested RSUs with a Section 162(m) performance hurdle. We believe the program structure in Fiscal 2016 created a significant retention tool and provided greater flexibility to differentiate high performance during a difficult retail environment. An overview of our program for Fiscal 2016 is shown below:

Base Salary

•

Base salaries are reviewed annually in March and upon a significant change in an executive officer’s role.

•

For Fiscal 2016, Ms. Horowitz received an increase of 11% following her promotion to President & Chief Merchandising Officer, and Ms. Crevoiserat received an increase of 12% following her appointment to the Office of the Chairman.

•

The other NEOs did not receive a salary increase in Fiscal 2016.

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Annual Cash Incentive Program

LOGO

•

Company performance is based on a retrospective assessment of EBIT performance (weighted 30% for Spring and 70% for Fall, the same basis as is used for the broad-based population).

•

The resulting Company score may be adjusted up or down, by up to 20%, based on an assessment of forward-looking, strategic drivers that are directly linked to the Company’s strategic priorities, and are considered to be leading indicators of future financial performance.

•

No annual cash incentive payments were made for Fiscal 2016 as Adjusted EBIT performance was achieved below the threshold performance level.

Long-Term Incentives

LOGO

•

Long-term incentive awards to the Leadership Team were granted 50% in the form of PSAs and 50% in the form of time-vested RSUs with a Section 162(m) performance hurdle.

•

The final measurement period of the Fiscal 2014-Fiscal 2016 PSA cycle was completed in Fiscal 2016, and it was determined that performance for all tranches of these awards was achieved below threshold. As such, all underlying shares of Common Stock were forfeited.

Best Practices

The following compensation decisions and practices demonstrate how the Company’s executive compensation program reflects best practices and reinforces the Company’s culture and values:

•

Emphasis on At-Risk Pay — For NEOs, the majority of their total compensation opportunity is contingent upon the Company’s financial performance and appreciation in the market price of the Company’s Common Stock.

•

Rigorous Performance Metrics — Both the annual cash incentive payments and the PSA awards are earned based on corporate financial results. Starting in Fiscal 2015, annual cash incentive payments are

Retrospective Financial Performance (Adjusted EBIT) MODIFIED BY Forward-Looking Strategic Drivers (Scorecard) MODIFIED BY Individual Performance 50% Performance Share Awards (PSAs) Cliff vest at end of 3-year period based on continued service and achievement against pre-established financial goals 50% Restricted Stock Units (RSUs) Vest ratably over 4-year period based on continued service and subject to Section 162(m) performance hurdle ROIC (50%) 3-year average annual result Relative TSR (50%) Measured against S&P Retail Select Industry Index over 3-year period

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earned for meeting challenging financial and strategic and operational performance measures, as well as recognizing and rewarding individual performance. The earning of PSAs depends on two critical metrics, measured over a three-year period: Relative TSR and ROIC. The performance targets underlying the cash-based incentive plans and the equity-based incentive plans are intended to be challenging and for the periods covering Fiscal 2016, resulted in no payouts under the 2016 annual cash incentive program and forfeiture of all shares of Common Stock underlying the Fiscal 2014-Fiscal 2016 PSA cycle.

•

No Excise Tax Gross-Up Payments — None of the NEOs are entitled to gross-up payments in the event that any payments or benefits provided to her or him by the Company are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code.

•

Stock Ownership Guidelines — Executive officers and directors are subject to stock ownership guidelines that align their long-term financial interests with those of the Company’s stockholders.

•

Clawback Policy — Each of the plans pursuant to which annual and long-term incentive compensation may be paid to the Company’s executive officers includes a stringent “clawback” provision, which allows the Company to seek repayment of any incentive amounts that were erroneously paid, without any requirement of misconduct on the part of the plan participant.

•

Derivatives and Hedging Policy — The Company prohibits associates (including the NEOs) and directors from engaging in hedging transactions with respect to any equity securities of the Company held by them.

•

Policy Against Pledging — The Company prohibits associates (including the NEOs) and directors from pledging any equity securities of the Company held by them.

•

Policy Against Re-Pricing — The Company prohibits “re-pricing” of stock options or SARs without stockholder approval.

Compensation Process and Objectives

The Compensation and Organization Committee, in consultation with management of the Company and the Compensation and Organization Committee’s independent advisors, oversees the executive compensation and benefits program for the Company’s NEOs. The compensation program is comprised of a combination of base salary, annual incentive compensation, long-term incentives and associate benefits.

The Company operates in the fast-paced and highly-competitive arena of specialty retail. To be successful, the Company must attract and retain key creative and management talents who thrive in this environment. The Company sets high goals and expects superior performance from these individuals. The Company’s executive compensation structure is designed to support this culture, encourage a high degree of teamwork, and reward individuals for achieving challenging financial and operational objectives that we believe lead to the creation of sustained, long-term stockholder value. As such, the Company’s executive compensation and benefit programs are designed to:

•

Drive high performance to achieve financial goals and create long-term stockholder value;

•

Reflect the strong team-based culture of the Company;

•

Support the transition to a brand-based organizational model; and

•

Provide compensation opportunities that are competitive with those offered by similar specialty retail organizations and other companies with which the Company competes for high caliber executive talent.

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Fiscal 2016 Compensation Actions

Base Salary

The base salaries of the NEOs reflect the Company’s operating philosophy, culture and business direction, with each base salary determined based upon an annual assessment of a number of factors, including the individual’s current base salary, job responsibilities, internal equity considerations, impact on development and achievement of business strategy, labor market compensation data, individual performance relative to job requirements, the Company’s ability to attract and retain critical executive officers, and base salaries paid for comparable positions within an identified compensation peer group. No specific goals or weightings are applied to the factors considered in setting the level of base salary and, thus, the process relies on the subjective exercise of the Compensation and Organization Committee’s judgment.

NEO

Fiscal 2015 Base Salary Fiscal 2016 Base Salary Percent Change

Fran Horowitz

$ 995,000 $ 1,100,000 11 %

Joanne C. Crevoiserat

$ 715,000 $ 800,000 12 %

Kristin Scott

N/A $ 750,000 N/ A

Stacia Andersen

N/A $ 750,000 N/ A

Diane Chang

$ 995,000 $ 995,000 0 %

Jonathan E. Ramsden 1

$ 995,000 $ 995,000 0 %

(1)

Mr. Ramsden voluntarily resigned from his employment with the Company on June 15, 2016. See the section below captioned “Compensation and Benefits Structure — Resignation of Jonathan E. Ramsden ” for additional details on Mr. Ramsden’s departure.

The base salaries of the NEOs are reviewed annually by the Compensation and Organization Committee in March, with additional reviews upon significant changes in an executive’s role. Fiscal 2016 base salaries were established with reference to market data published by numerous sources including the peer group described below and surveys published by Hay Group and Equilar.

Annual Cash Incentive Program

The Fiscal 2016 annual cash incentive program for the Company’s Leadership Team, including the NEOs, mirrored the design implemented in Fiscal 2015. The approach for Fiscal 2016 was designed to provide the Compensation and Organization Committee with flexibility during the ongoing business transformation to reward (or decline to reward) NEOs and selected other senior executives as appropriate based on performance, in alignment with stockholder interests.

The Compensation and Organization Committee intends that any payments under this approach qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code and under the Company’s stockholder-approved Incentive Plan, but retains the flexibility to pay non-deductible incentive compensation at its discretion. Annual cash incentive payments, had they been achieved, would have been subject to a minimum performance hurdle of $100 million in Adjusted EBIT, below which no payments would have been made.

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Assuming the Section 162(m) minimum performance hurdle is achieved, Adjusted EBIT, measured over the Company’s two seasons (Spring, 30% weight and Fall, 70% weight), serves as the primary measure of financial performance. The Compensation and Organization Committee may adjust the resulting financial performance score, up or down by up to 20%, for achievement across a scorecard of strategic and operational performance measures. The final Company score may then be modified by individual performance, at the discretion of the Compensation and Organization Committee.

LOGO

Actual Company Adjusted EBIT results for the Spring and Fall seasons fell below the pre-established threshold performance range, so no annual cash incentive program payouts were made for Fiscal 2016.

Total Company Financial Performance:

Adjusted EBIT ($000)

Performance Period Threshold (1) Target Maximum Actual  Result (2)

Payout

Percentage

Spring Season (30% weighting)

$(60,000) $(36,000) $0 $ (78,995 ) 0 %

Fall Season (70% weighting)

$130,000 to $144,000 $200,600 $240,000 $ 79,208 0 %

Preliminary Payout Percentage for Weighted-Average Company Financial Performance

0 %

(1)

Payout of 25% of target would be achieved for performance at the threshold Adjusted EBIT goal of $(60,000,000) for Spring and within the threshold Adjusted EBIT range of $130,000,000 to $144,000,000 for Fall, with zero payment for performance below these levels.

(2)

Adjustments to reported GAAP EBIT may include items related to foreign exchange rate fluctuations, restructurings, legal settlements or impairment charges.

Retrospective Financial Performance MODIFIED BY Forward-Looking Strategic Drivers MODIFIED BY Individual Performance Final Annual Cash Incentive Compensation Payout Factor Weighted Average Company Annual Cash Incentive Compensation 0 – 200% Strategic Drivers Rating 80 – 120% Individual Performance Factor 0 – 200% Payout (% of Annual Cash Incentive Compensation Target)

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In light of the Company’s Spring and Fall 2016 financial performance, which was achieved below threshold, the Compensation and Organization Committee determined not to modify plan payouts for Company performance against the pre-established scorecard of strategic and operational performance measures, or to reflect individual performance. Company performance across the pre-established scorecard of strategic and operational performance measures is summarized in the table below:

Strategic and Operational Drivers

Results

Increase Company Net Promoter Score

•   Net Promoter Score gains were achieved for both Stores and Direct-to-Consumer (DTC) segments, due in part to an increased focus on leveraging customer feedback tools

LOGO

Increase Consideration

•   Consideration at both the Abercrombie & Fitch/abercrombie kids and the Hollister brands was generally in line with the Company’s expectations

LOGO

Increase Traffic Likes

•   Sequential improvement in DTC traffic showed modest improvement while Stores traffic fell below expectations

•   Overall Company traffic was below expectations

LOGO

Increase Conversion Likes

•   Store conversion trended positively

•   DTC showed double-digit increase in conversion due in part to improved promotional cadence and investment in the customer experience

LOGO

Continuous Profit Improvement

•   Continuous Profit Improvement initiatives achieved cost savings well in excess of plan improvement in retention

LOGO

Increase Associate Retention

•   Significant improvement in retention among Stores Management in response to compensation and role enhancements and among Home Office Associates due to continued stabilization of Company leadership

LOGO

Potential award opportunities, and actual payouts, for Fiscal 2016 are detailed below. Ms. Horowitz and Ms. Crevoiserat, as well as Mr. Ramsden, saw modest increases in their target incentive compensation values in Fiscal 2016. Award opportunities continued to be capped at twice target levels. The annual incentive compensation awards made to the NEOs who participated in the annual incentive compensation program in Fiscal 2016 are listed in the “Fiscal 2016 Summary Compensation Table” on page 80 of this Proxy Statement in the column captioned “Non-Equity Incentive Plan Compensation.”

Fiscal 2016
Payment at
Target
Performance
Level as a %
of Base
Salary

Fiscal 2016 Payment as a % of Base Salary

NEO

Threshold
Performance
Level
Target
Performance
Level
Maximum
Performance
Level
Actual
Performance

Fran Horowitz

135 % 0 % 135 % 270 % 0%

Joanne C. Crevoiserat

85 % 0 % 85 % 170 % 0%

Kristin Scott

100 % 0 % 100 % 200 % 0%

Stacia Andersen

100 % 0 % 100 % 200 % 0%

Diane Chang

95 % 0 % 95 % 190 % 0%

Jonathan E. Ramsden 1

110 % 0 % 110 % 220 % N/A

(1)

Mr. Ramsden voluntarily resigned from his employment with the Company on June 15, 2016 and forfeited any potential incentive compensation payout. See the section below captioned “Compensation and Benefits Structure — Resignation of Jonathan E. Ramsden ” for additional details on Mr. Ramsden’s departure.

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Long-Term Equity Incentives

Long-term equity incentives are used to balance the annual focus of the Incentive Plan by tying a significant portion of total compensation to performance achieved over multi-year periods. Under the 2016 Associates LTIP, the Compensation and Organization Committee may grant a variety of long-term incentive vehicles, including stock options, SARs, RSUs and PSAs. As noted above, in Fiscal 2016, the Company granted a combination of PSAs and time-vested RSUs with a Section 162(m) performance hurdle.

The aggregate grant date fair value of the long-term incentives granted to the NEOs as part of the annual grant in Fiscal 2016 and the target mix of such awards is shown below. The aggregate grant date fair values represent each NEO’s annual equity grant, determined based on her or his performance, market pay data, and consideration of the competitiveness of her or his overall compensation package. Long-term incentives for the Leadership Team were granted 50% in the form of PSAs and 50% in the form of time-vested RSUs with a Section 162(m) performance hurdle. This change established more consistency in grant practices for the Leadership Team compared to Fiscal 2015 when the mix of long-term incentives varied by individual within the Leadership Team. The Compensation and Organization Committee determined that this mix of awards effectively balances critical performance metrics and objectives for retention.

NEO

Aggregate
Grant Date
Fair Value
PSA % RSU %

Fran Horowitz

$ 3,593,793 50 % 50 %

Joanne C. Crevoiserat

$ 1,844,999 50 % 50 %

Kristin Scott

$ 1,609,031 50 % 50 %

Stacia Andersen

$ 1,758,515 50 % 50 %

Diane Chang

$ 1,578,660 50 % 50 %

Jonathan E. Ramsden 1

$ 2,567,004 50 % 50 %

(1)

Mr. Ramsden voluntarily resigned from his employment with the Company on June 15, 2016. See the section below captioned “Compensation and Benefits Structure — Resignation of Jonathan E. Ramsden ” for additional details on Mr. Ramsden’s departure.

Performance Share Awards . PSAs are based 50% on ROIC achievement and 50% on relative TSR achievement against the S&P Retail Select Industry Index. We believe that ROIC is highly correlated with long-term value creation, while relative TSR appropriately aligns pay programs with the shareholder experience. As such, we have set an aggressive average ROIC target of 13.1% for Fiscal 2016-Fiscal 2018 and require TSR performance at the 60 th percentile against the S&P Retail Select Industry Index for a target payout. The number of PSAs earned will vary from 0% to 200% of target, depending on the level of achievement with respect to the rigorous performance criteria associated with the grants, though PSA payouts are capped at target if absolute TSR is negative across the three-year performance period. A summary of the financial targets approved by the Compensation and Organization Committee for PSAs granted in Fiscal 2016 is presented below:

Payout Level Under Performance Metric

Total Stockholder Return
vs. the  S&P Retail Select Industry Index
for Fiscal 2016 through Fiscal 2018 *
Average Return on Invested
Capital for Fiscal 2016
through Fiscal 2018 *

Maximum

At or Above  90 th Percentile 14.4% or More

Target

60 th Percentile 13.1%

Threshold

Above 30 th Percentile Above 11.9%

* If the performance level falls between “Threshold” and “Target” or between “Target” and “Maximum,” the level of payout is determined through interpolation. Return On Invested Capital (ROIC) is a non-GAAP measure calculated as adjusted EBITDAR (Earnings Before Interest, Taxes, Depreciation, Amortization, and Rent) divided by Total Average Invested Capital (comprising Gross Property and Equipment, Capitalized Value of Operating Leases, Receivables, Merch Inventory, and Prepaid and Other Current Assets; less Accounts Payable and Accrued Liabilities).

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Performance periods associated with the outstanding Fiscal 2015-Fiscal 2017 and Fiscal 2016-Fiscal 2018 PSA cycles have not been completed, but were trending below threshold at the end of Fiscal 2016. The final measurement period for the Fiscal 2014-Fiscal 2016 PSA cycle was completed in Fiscal 2016 and it was determined that performance for all tranches of these awards was achieved below threshold, and all underlying shares of Common Stock were forfeited.

•

Relative Total Stockholder Return (“TSR”) for Fiscal 2014-Fiscal 2016 was below threshold;

•

Average Return on Equity (“ROE”) for Fiscal 2014-Fiscal 2016 was below threshold;

•

Improvement in EBIT margin (“EBIT Margin Improvement”) for Fiscal 2016 was below threshold; and

•

As previously disclosed, EBIT Margin Improvement for each of Fiscal 2014 and Fiscal 2015 was below threshold.

Restricted Stock Units. The Company typically includes a performance hurdle with the vesting schedule for RSUs for the NEOs to allow for the deductibility of such compensation under Section 162(m) of the Internal Revenue Code. Subject to continued employment with the Company, time-vested RSUs with a Section 162(m) performance hurdle granted in Fiscal 2016 to the NEOs will vest 25% a year over a four-year period beginning on March 15 of the immediately following calendar year, provided the Company’s GAAP net income is at least $1.00 for the fiscal year ended immediately preceding the date the installment is to vest. If this performance hurdle is not met, the RSUs will not vest in accordance with the vesting schedule for that year. The NEOs would have the opportunity to earn back this unvested portion of the RSU award if a cumulative performance hurdle is met in a subsequent year, and subject to the recipient’s continued employment with the Company.

Equity Grant Policy

The Compensation and Organization Committee follows an Equity Grant Policy pursuant to which the Compensation and Organization Committee reviews and approves individual grants for the NEOs, as well as the total number of shares covered by PSAs, RSUs and, if applicable, SARs granted to all associates. The annual equity grants typically are reviewed and approved at the Compensation and Organization Committee’s regular March meeting, although sign-on equity awards are generally approved at the time an executive officer commences employment with the Company. The grant date for the annual equity grants is the date of the Compensation and Organization Committee meeting at which they are approved. Administration of PSA, RSU and SAR awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Compensation and Organization Committee. The Company has no intention, plan or practice to select annual grant dates for NEOs in coordination with the release of material, non-public information, or to time the release of such information because of award dates.

Benefits

As associates of the Company, the NEOs are eligible to participate in all of the broad-based Company-sponsored benefits programs on the same basis as other full-time associates.

In addition to the qualified Abercrombie & Fitch Co. Savings and Retirement Plan (the “401(k) Plan”), the Company has a nonqualified deferred compensation plan, the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (the “Nonqualified Savings and Supplemental Retirement Plan”), that allows members of senior management to defer a portion of their compensation over and above the Internal Revenue Service (“IRS”) limits imposed on the Company’s 401(k) Plan. The Company also makes matching contributions to the Nonqualified Savings and Supplemental Retirement Plan and, prior to January 1, 2016, made retirement contributions for certain participants who began participation prior to January 1, 2014. Company contributions have a five-year vesting schedule from the date of employment by the Company. The Nonqualified Savings and Supplemental Retirement Plan allows participants the opportunity to save and invest their own money on a similar basis (as a percentage of their compensation) as other associates under the 401(k) Plan. Furthermore, the Nonqualified Savings and Supplemental Retirement Plan is competitive with members of the Company’s

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identified compensation peer group and other companies with whom the Company competes for talent, and the Company’s contribution element provides retention value. The Company’s Nonqualified Savings and Supplemental Retirement Plan is further described and Company contributions and the individual account balances for the NEOs are disclosed under the section captioned “EXECUTIVE OFFICER COMPENSATION — Nonqualified Deferred Compensation” beginning on page 84 of this Proxy Statement.

The Company offers a life insurance benefit for all full-time associates equal to two times base salary. For Vice Presidents and above, the death benefit is set at four times base salary, up to a maximum of $2,000,000.

The Company offers a long-term disability benefit to all full-time associates which covers 60% of base salary for the disability period. In addition, the Company offers an Executive Long-Term Disability Plan for all associates earning over $200,000 in base salary which covers an additional 15% of base salary and 75% of target annual cash incentive compensation for the disability period.

The Company does not offer perquisites to our executive officers that are not widely available to all full-time associates.

Fiscal 2017 Compensation Actions

Changes to Compensation of Fran Horowitz and Joanne C. Crevoiserat to Reflect Promotions

On January 30, 2017, the Board approved the following leadership changes, effective February 1, 2017:

•

appointed Fran Horowitz to serve as the Chief Executive Officer of the Company and to serve on the Board and as a member of the Executive Committee of the Board;

•

appointed Joanne C. Crevoiserat to serve as the Chief Operating Officer of the Company, in addition to her role as Executive Vice President and Chief Financial Officer of the Company;

•

dissolved the Office of the Chairman; and

•

provided that all officers of the Company who had reported to Mr. Martinez while he was leading the Office of the Chairman in his capacity as the representative of the Board, would now report directly to Ms. Horowitz.

In recognition of the expansion of their responsibilities following dissolution of the Office of the Chairman, on February 14, 2017, the Compensation and Organization Committee approved changes to the base salaries of Ms. Horowitz and Ms. Crevoiserat as well as to their target and maximum annual cash incentive compensation under the Incentive Plan. The changes in base salary were effective February 1, 2017 and the new target and maximum annual cash incentive opportunities will be effective for Fiscal 2017. In addition, the aggregate grant date fair value of the long-term incentive (in the form of an equity award) granted to Ms. Horowitz and Ms. Crevoiserat as part of the annual grant in Fiscal 2017 (the “2017 Annual Equity Grants”) was approximately $4,250,000 and $1,900,000, respectively, and was 50% in the form of PSAs and 50% in the form of RSUs.

The following table summarizes the target compensation for Ms. Horowitz and Ms. Crevoiserat for Fiscal 2017:

NEO

Base Salary Annual Cash
Incentive
Target
Opportunity (1)
Target Total
Cash
Annual
Equity
Grant (2)
Target Total
Compensation

Fran Horowitz

$ 1,200,000 150 % $ 3,000,000 $ 4,250,000 $ 7,250,000

Joanne C. Crevoiserat

$ 850,000 100 % $ 1,700,000 $ 1,900,000 $ 3,600,000

(1)

The maximum annual cash incentive opportunities are two times the target annual cash incentive opportunities.

(2)

Represents the grant date fair value of the 2017 Annual Equity Grant.

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The Compensation and Organization Committee and the Board believe that it is important to recognize Ms. Horowitz and Ms. Crevoiserat for their individual strong performances, their ongoing contributions to the operations of the Company, their criticality to the Company’s turnaround efforts in both the near-term and the long-term, and the need for leadership continuity at this time. Accordingly, at its February 14, 2017 meeting, the Compensation and Organization Committee determined it to be appropriate and in the best interests of the Company to grant each of Ms. Horowitz and Ms. Crevoiserat a promotional award of RSUs (the “Promotional RSUs”) in addition to the 2017 Annual Equity Grant that each received. The Promotional RSUs were granted at the same time as the 2017 Annual Equity Grants, at the Compensation and Organization Committee’s meeting held on March 21, 2017. The aggregate grant date fair value of the Promotional RSUs granted to Ms. Horowitz and Ms. Crevoiserat was $4,000,000 and $3,000,000, respectively.

Fifty percent (50%) of the Promotional RSUs (the “Service-Vested Promotional RSUs”) will be subject to a total three-year vesting schedule, under which 25% of the Service-Vested Promotional RSUs will vest on each of the first and second anniversaries of the grant date, and 50% of the Service-Vested Promotional RSUs will vest on the third anniversary of the grant date. The remaining fifty percent (50%) of the Promotional RSUs (the “Performance-Based Promotional RSUs”) will be earned depending on the level of achievement with respect to the performance goal based on cumulative comparable sales for the three-fiscal-year performance period comprised of Fiscal 2017 and the two succeeding fiscal years of the Company (the “Three-Year Performance Period”). The threshold level of performance results in a 50% payout of the Performance-Based Promotional RSUs and requires achievement of at least +5% cumulative comparable sales over the Three-Year Performance Period. The target level of performance results in a 100% payout and requires achievement of at least +6% cumulative comparable sales over the Three-Year Performance Period. Payout for the achievement of the cumulative comparable sales performance goal is also contingent upon the Company achieving a pre-established minimum EBITDA growth for the corresponding incremental revenue over the Three-Year Performance Period. No payout above 100% is available under the Performance-Based Promotional RSUs.

If either Ms. Horowitz or Ms. Crevoiserat resigns or her employment is terminated by the Company for cause, the unvested portions of all of the Promotional RSUs will be forfeited. If the employment of either Ms. Horowitz or Ms. Crevoiserat is terminated by the Company without cause, her Performance-Based Promotional RSUs will be forfeited, and her Service-Based Promotional RSUs will vest pro-rata for time served, but with consideration for the back-loaded vesting schedule. By way of explanation, if the employment of either Ms. Horowitz or Ms. Crevoiserat were to be terminated without cause six months after the grant date of the Promotional RSUs, 12.5% of the Service-Based Promotional RSUs originally granted to the affected individual would vest (half of the first tranche); if eighteen months after, 37.5% would vest (all of the first tranche and half of the second tranche); or if thirty months after, 75% would vest (all of the first two tranches and half of the third tranche).

If the Company undergoes a change in control (as that term is defined in the 2016 Associates LTIP), a double trigger involving an involuntary termination of her employment is required for accelerated vesting of the Promotional RSUs held by each of Ms. Horowitz and Ms. Crevoiserat. In such event, (i) vesting of the Service-Based Promotional RSUs will be accelerated at the level associated with the next tranche due to vest and (ii) the applicable performance conditions will be waived for the Performance-Based Promotional RSUs and vesting will be accelerated such that the portion of Performance-Based Promotional RSUs vested will be equal to the portion of Service-Based Promotional RSUs vested. By way of explanation, if a change in control were to occur between the first anniversary and the second anniversary of the grant date of the Promotional RSUs and the employment of either Ms. Horowitz or Ms. Crevoiserat were to be involuntarily terminated at that time, (i) the next 25% of the Service-Based Promotional RSUs originally granted to affected individual would vest and (ii) a total of 50% of the Performance-Based Promotional RSUs originally granted to the affected individual would vest.

Compensation Program for Fiscal 2017

The Fiscal 2017 annual cash incentive program will remain largely unchanged for the Leadership Team, including the NEOs. The modifications include refinements to the selection of forward-looking strategic drivers

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that contribute to the Compensation and Organization Committee’s assessment of Company performance. All other elements of the annual cash incentive program were unchanged.

No changes were made to the long-term incentive program for NEOs, and the 2017 long-term incentive mix for the Leadership Team will continue to consist of 50% PSAs and 50% time-vested RSUs with a Section 162(m) performance hurdle, to balance long-term performance with retention considerations.

Role of the Compensation and Organization Committee

Decisions regarding the compensation of the NEOs are made solely by the Compensation and Organization Committee, although it does receive input from its independent advisors and management of the Company. The Company Chairman also provides input (in his capacity as a director) with respect to the recommended compensation of the NEOs. The Compensation and Organization Committee often requests certain Company executive officers to be present at Compensation and Organization Committee meetings where executive compensation and Company and individual performance are discussed and evaluated so they can provide input into the decision-making process. Executive officers may provide insight, suggestions or recommendations regarding executive compensation during periods of general discussion, but do not have a vote in any decision-making.

In 2016, following an extensive search process, the Compensation and Organization Committee selected and engaged Semler Brossy Consulting Group, LLC (“SBCG”) as the Compensation and Organization Committee’s independent compensation consultant. Prior to SBCG’s engagement, Compensation Advisory Partners (“CAP”) served as the Committee’s independent compensation consultant. Additionally, in Fiscal 2016, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) served as the Committee’s independent outside counsel. The only services that SBCG and Gibson Dunn perform for the Company are at the direction of the Compensation and Organization Committee. Neither SBCG nor Gibson Dunn provided any services to the Company in Fiscal 2016 other than executive and director compensation consulting and advisory services. In this regard, the Compensation and Organization Committee has adopted a policy regarding the use of outside compensation consultants that provides as follows:

If the Committee retains a compensation consultant to provide advice, information and other services to the Committee relating to the compensation of the Company’s Chief Executive Officer, its officers identified in Rule 16a-1(f) under the Exchange Act or its non-associate directors or other matters within the responsibility of the Committee, such consultant may only provide services to, or under the direction of, the Committee and is prohibited from providing any other services to the Company.

The Compensation and Organization Committee has the right to terminate the services of the outside counsel and the compensation consultant at any time. While the Compensation and Organization Committee retains Gibson Dunn and SBCG directly, Gibson Dunn and SBCG interact with the Company’s Executive Chairman of the Board, the Company’s Senior Vice President of Human Resources, the Company’s General Counsel and the Company’s Chief Operating Officer and their respective staffs in carrying out assignments in order to obtain compensation and performance data for the executive officers and the Company. In addition, the Compensation and Organization Committee’s advisors may, at their discretion, seek input and feedback from management of the Company regarding their work product prior to presentation to the Compensation and Organization Committee in order to confirm information is accurate or address other similar issues. A representative from SBCG is generally present at all Compensation and Organization Committee meetings, and generally attends executive sessions of the Compensation and Organization Committee. Both Gibson Dunn and SBCG provide independent perspectives on any management proposals. In Fiscal 2016, the Compensation and Organization Committee reviewed the factors specified in the NYSE corporate governance standards and determined that each of CAP, SBCG and Gibson Dunn was independent and their respective work did not raise any conflict of interest.

In selecting SBCG, the Compensation and Organization Committee considered the independence standards prescribed by the SEC and NYSE, and concluded that SBCG was independent and that its work would not raise

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any conflict of interest. The services SBCG provides are at the discretion of the Compensation and Organization Committee. As the Compensation and Organization Committee’s new independent compensation consultant, SBCG reviewed the design and operation of the Company’s executive compensation programs and made recommendations regarding the Company’s compensation practices for Fiscal 2016.

Compensation and Benefits Structure

Pay Level — Determination of the appropriate pay opportunity

Pay levels for all associates of the Company, including the NEOs listed in the “Fiscal 2016 Summary Compensation Table” on page 80 of this Proxy Statement, are based on a number of factors, including each individual’s role and responsibilities within the Company, current compensation, experience and expertise, pay levels in the competitive market for similar positions, internal pay equity relationships including those among the executive officers and the performance of the individual, her/his area of responsibility and the Company as a whole. The Compensation and Organization Committee approves the pay levels for all the executive officers. In determining the pay levels, the Compensation and Organization Committee considers all elements of compensation and benefits.

2016 Compensation Peer Group

The primary data source used in setting competitive market levels for the NEOs is information publicly disclosed by the peer retail companies listed below, based on a comparison prepared annually by the independent compensation consultant for the Compensation and Organization Committee. Published survey data from Hay Group and Equilar is also used as a data source for select positions. The Compensation and Organization Committee does not precisely benchmark each NEO’s compensation to a defined market level, but the Compensation and Organization Committee does review market information as a general reference. Actual total compensation in a given year will vary above or below the individual’s target compensation levels based primarily on the attainment of overall Company financial goals and the creation of stockholder value.

The peer retail companies used by the Compensation and Organization Committee in determining the “competitive market” with respect to Fiscal 2016 compensation decisions are included in the table below.

• Aéropostale, Inc.

• Coach, Inc.

• L Brands, Inc.

• American Eagle Outfitters, Inc.

• DSW Inc.

• PVH Corp.

• ANN INC.

• Express, Inc.

• Ralph Lauren Corporation

• Ascena Retail Group, Inc.

• Foot Locker, Inc.

• Signet Jewelers Limited

• Carter’s, Inc.

• Guess?, Inc.

• Urban Outfitters, Inc.

• Chico’s FAS, Inc.

• Kate Spade & Company

• Williams-Sonoma, Inc.

2017 Compensation Peer Group

During 2016, SBCG and the Company conducted a review of the compensation peer group to be used in setting Fiscal 2017 pay levels. The review focused on companies in the retail and apparel space of a comparable size, with a preference given to revenue over market capitalization given the ongoing business transformation. Additionally, the Company gave preference to companies that are key talent competitors, have a mall-centric store strategy, have a significant e-commerce business, and have material international operations.

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Following the review, the Compensation and Organization Committee added five companies to the peer group and removed six companies from the prior peer group. We believe that the updated peer group better represents a combination of companies in terms of size, business structure and competition. At the time the peer group was determined, the Company’s revenues approximated the peer group median.

Removals (n=6)

Additions (n=5)

✗  ANN Inc.

✓    The Children’s Place, Inc.

✗  Aéropostale, Inc.

✓    Fossil Group, Inc.

✗  DSW Inc.

✓    J. Crew Group, Inc.

✗  Foot Locker, Inc.

✓    Levi Strauss & Co.

✗  PVH Corp.

✓    lululemon athletica inc.

✗  Williams-Sonoma, Inc.

Executive Severance Agreements and Change-in-Control Benefits

The Compensation and Organization Committee carefully considers the use and conditions of employment agreements. The Compensation and Organization Committee recognizes that, in certain circumstances, formal written employment contracts are necessary in order to successfully recruit and retain senior executive officers. Consistent with this approach, in connection with their commencement of employment with the Company, each of Ms. Horowitz, Ms. Crevoiserat, Ms. Scott and Ms. Andersen entered into an offer letter with the Company that provided for certain benefits upon termination of employment and/or upon a change in control of the Company. The Compensation and Organization Committee believed that it was in the best interest of the Company to enter into these offer letters as a means of securing the employment of each of these executives and to provide the executives with a degree of security given the transition occurring at the Company.

On July 7, 2015, Abercrombie & Fitch Management Co., a subsidiary of the Company (“A&F Management”), executed and entered into agreements (the “July 2015 Agreements”) with members of the Company’s leadership team, including each of Fran Horowitz, Joanne C. Crevoiserat and Jonathan E. Ramsden. The July 2015 Agreements are intended to support the Company’s retention strategy and align the Company’s practices with current practices in the Company’s industry and peer group. Following Ms. Crevoiserat’s assumption of leadership responsibility for store operations and asset protection and sustainability, in addition to her ongoing responsibilities as Executive Vice President and Chief Financial Officer, and in order to align the benefits Ms. Crevoiserat would receive under her agreement with A&F Management with those to be received by other executive officers of the Company, Ms. Crevoiserat entered into a new agreement with A&F Management as of October 15, 2015 (the “October 2015 Agreement” and, collectively with the July 2015 Agreements, the “2015 Agreements”). The terms of Ms. Crevoiserat’s October 2015 Agreement superseded the terms of her July 2015 Agreement in their entirety. In anticipation of their joining the Company, on May 20, 2016, A&F Management executed and entered into agreements (the “2016 Agreements”) with Kristin Scott and Stacia Andersen. The 2016 Agreements are intended to further support the Company’s retention strategy and align the Company’s practices with current practices in the Company’s industry and peer group.

Mr. Ramsden’s 2015 Agreement (the “Ramsden Agreement”) also provided for the grant of 92,807 RSUs as of July 7, 2015 (the “Special Award RSUs”). Twenty-five percent of the Special Award RSUs (23,202 RSUs) granted to Mr. Ramsden vested on September 30, 2015, twenty-five percent of the Special Award RSUs (23,202 RSUs) vested on May 31, 2016, and the remaining fifty percent of the Special Award RSUs would have vested on November 30, 2016, if Mr. Ramsden had been employed by the Company on that date.

The discussion of the terms of the 2015 Agreements and the 2016 Agreements which follows does not include Mr. Ramsden. The consequences of his resignation from the Company are discussed separately under the section captioned “ Resignation of Jonathan E. Ramsden

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Under the terms of the 2015 Agreements and the 2016 Agreements, if the employment of Ms. Horowitz, Ms. Crevoiserat, Ms. Scott or Ms. Andersen were terminated by the Company without “cause” (other than as a result of her death or disability) or by the NEO for “good reason” (each as defined in her 2015 Agreement or her 2016 Agreement, as applicable) during the term (other than during the one-year period following a change of control of the Company) and she executes a release of claims (a “Release”) acceptable to the Company:

•

the Company is to continue to pay her base salary in bi-weekly installments for 18 months following the termination date;

•

the Company is to pay her a pro-rata annual cash incentive based on actual performance during the applicable bonus period (as defined in her 2015 Agreement or her 2016 Agreement, as applicable) and the number of days elapsed in the applicable bonus period prior to the termination date, which payment will be at the full discretion of the Compensation and Organization Committee;

•

the Company is to reimburse her during the 18 months following the termination date for 100% of the monthly premium costs of COBRA subject to her election of such coverage and satisfaction of the additional eligibility requirements set forth in her 2015 Agreement or her 2016 Agreement, as applicable;

•

in the case of Ms. Crevoiserat and Ms. Horowitz, the Company is to pay them the additional cash amounts to which they are entitled under their respective offer letters executed when they joined the Company; and

•

the outstanding equity awards held by her are to vest (if at all) in accordance with the terms of her award agreements and, in the case of Ms. Crevoiserat and Ms. Horowitz, their respective offer letters.

Under the terms of the 2015 Agreements and the 2016 Agreements, if the employment of Ms. Horowitz, Ms. Crevoiserat, Ms. Scott or Ms. Andersen were terminated by the Company without cause or by her for good reason during the one-year period following a change of control of the Company and she executes a Release acceptable to the Company:

•

in the case of Ms. Horowitz and Ms. Crevoiserat, the Company is to continue to pay their respective base salaries in bi-weekly installments for 18 months following the termination date;

•

in the case of Ms. Scott and Ms. Andersen, the Company is to pay them a lump-sum payment, on the 60 th day following the termination date, in an amount equal to 18 months of their respective base salaries in effect on the termination date;

•

the Company is to pay her a lump-sum payment (less taxes and withholdings), on the 60 th day following the termination date, of an amount equal to her target bonus opportunity under the Company’s short-term cash bonus plan in which she is then eligible to participate;

•

the Company is to reimburse her during the 18 months following the termination date for 100% of the monthly premium costs of continuation coverage under COBRA, subject to her election of such coverage and satisfaction of the additional eligibility requirements set forth in her 2015 Agreement or her 2016 Agreement, as applicable; and

•

the outstanding equity awards held by her are to vest (if at all) in accordance with the terms of her award agreements.

In the case of Ms. Crevoiserat and Ms. Horowitz, these change of control benefits will be provided in lieu of the amounts payable with respect to a “Change of Control” under their respective offer letters executed when they joined the Company.

In the case of an involuntary termination of employment of any of the NEOs without cause, within three months prior to or 18 months after a change of control (excluding voluntary resignation, retirement or termination due to death or disability), the vesting of all outstanding SARs, stock options and RSUs held by the NEO would accelerate. In addition, outstanding PSAs with respect to which more than 50% of the performance period has elapsed as of the date of the change of control would be paid, on a pro-rated basis, based on the

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performance achieved through a date occurring within three months of the change of control. Outstanding PSAs with respect to which less than 50% of the performance period has elapsed as of the date of the change of control would be paid, on a pro-rated basis, at the target level of achievement.

In addition, all associates who participate in the Company’s stock-based compensation plans, including the NEOs, are entitled to certain benefits in the event of termination of employment due to death or disability or a change in control as set forth in the plan documents for the Company’s stock-based compensation plans. The terms and conditions of these arrangements are discussed in further detail in the section captioned “EXECUTIVE OFFICER COMPENSATION — Potential Payments Upon Termination or Change of Control” beginning on page 88 of this Proxy Statement.

New Executive Severance Agreements Approved by Compensation and Organization Committee

On February 14, 2017, the Compensation and Organization Committee approved forms of new executive severance agreements (the “2017 Agreements”) for a number of the Company’s executive officers, including Fran Horowitz, Joanne C. Crevoiserat, Kristin Scott and Stacia Andersen. However, as of the date of this Proxy Statement, the 2017 Agreements have not been fully executed or become effective. The 2017 Agreements would reflect an update to certain provisions of the 2015 Agreements and the 2016 Agreements and, when the 2017 Agreements become effective, they would supersede the 2015 Agreements and the 2016 Agreements. The 2017 Agreements are intended to continue to support the Company’s retention strategy and align the Company’s practices with current practices in the Company’s industry and peer group. The 2017 Agreements are discussed in more detail in the section captioned “EXECUTIVE OFFICER COMPENSATION — Potential Payments Upon Termination or Change in Control — Executive Severance Agreements Approved by Compensation and Organization Committee on February 14, 2017” beginning on page 95 of this Proxy Statement.

Resignation of Jonathan E. Ramsden

On May 2, 2016, Jonathan Ramsden informed the Company that he intended to step down from the Chief Operating Officer role effective June 15, 2016. Under the terms of the Ramsden Agreement, his resignation was treated as a voluntary resignation from the Company without good reason. The Ramsden Agreement specified that:

•

The Company pay Mr. Ramsden any accrued and unpaid compensation for his time worked through June 15, 2016.

•

The second tranche of Mr. Ramsden’s Special Award RSUs vested in accordance with the terms of the Ramsden Agreement on May 31, 2016, with settlement being deferred until December 16, 2016;

•

The third tranche of Mr. Ramsden’s Special Award RSUs was forfeited; and

•

All other equity awards were treated in accordance with the applicable award agreement language.

The Ramsden Agreement imposes various restrictive covenants on Mr. Ramsden including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remained in effect in accordance with their terms following his resignation. The non-competition covenant prohibits Mr. Ramsden from engaging in certain activities with identified competitors of the Company for a period of 12 months after the termination of his employment. The non-solicitation covenant prohibits Mr. Ramsden from engaging in certain solicitation activities for a period of 24 months after the termination of his employment.

Retirement of Diane Chang

On November 3, 2016, the Company announced that Diane Chang, Executive Vice President — Sourcing, would retire from the Company effective June 24, 2017. Pursuant to an agreement (the “Chang Agreement”) between Ms. Chang and Abercrombie & Fitch Trading Co., a subsidiary of the Company (“A&F Trading”), executed by A&F Trading on November 3, 2016, Ms. Chang was employed in the capacity of Executive Vice

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President — Sourcing of the Company through January 28, 2017. From January 29, 2017 through June 23, 2017, Ms. Chang will be employed by the Company in a part-time capacity to assist with the transition duties related to her retirement. During this transition period, she will be paid at a rate equivalent to 50% of her annualized base salary.

The Chang Agreement imposes various restrictive covenants on Ms. Chang including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remain in effect in accordance with their terms. The non-competition covenant prohibits Ms. Chang from engaging in certain activities with identified competitors of the Company through and including December 31, 2017. The non-solicitation covenant prohibits Ms. Chang from engaging in certain solicitation activities through and including December 31, 2018. Ms. Chang will receive a cash payment of $450,000 delivered in two equal installments to be paid in December 2017 and December 2018, contingent upon her satisfaction of the restrictive covenants.

Clawback Policy

Each of the plans pursuant to which annual and long-term incentive compensation is or will be paid to the Company’s executive officers ( i.e. , the Incentive Plan, the proposed Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan (if approved by the Company’s stockholders at the Annual Meeting), the 2005 LTIP, the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the 2016 Associates LTIP) includes a stringent “clawback” provision, which allows the Company to seek repayment of any incentive amounts that were erroneously paid. Each of the plans provides that if (i) a participant (including one or more NEOs) has received payments under the plan pursuant to the achievement of a performance goal and (ii) the Compensation and Organization Committee determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of such payment would not have been made given the correct data, then such portion of any such payment made to the participant must be repaid by such participant to the Company, without any requirement of misconduct on the part of the participant.

Stock Ownership Guidelines

As disclosed above under the caption “Executive Summary — Best Practices” beginning on page 63 of this Proxy Statement, the Board believes it is important that the executive officers and directors have, and are recognized both internally and externally as having, long-term financial interests that are aligned with those of the Company’s stockholders. Accordingly, the Board adopted stock ownership guidelines for all directors and executive officers effective as of November 12, 2009, which were further amended effective as of December 15, 2015. The Company’s stock ownership guidelines are posted on the “Corporate Governance” page of the Company’s website at www.abercrombie.com , accessible through the “Investors” page. Ownership multiples for NEOs and directors are:

Population

Multiple

Includes

Chief Executive Officer 5x annual base salary

•  Shares owned directly by the executive officer or director or his/her immediate family members in the same household

•  Shares held in trust for the benefit of the executive officer or director or his/her immediate family members

•  Shares of restricted stock or time-vested RSUs, vested or unvested

•  Shares of stock-settled SARs which are vested and in-the-money

•  Shares credited to bookkeeping accounts pursuant to one of the Company’s deferred compensation plans

Other NEOs 2x annual base salary
Non-employee director 5x annual cash retainer

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The guidelines are initially calculated using the executive officer’s base salary as of the later of the date the guidelines were most recently amended ( i.e. , December 15, 2015) or the date the person was first designated as an executive officer by the Board. The guidelines may be re-calculated, in the discretion of the Nominating and Board Governance Committee, when an individual changes pay grade ( e.g. , from senior vice president to executive vice president) and otherwise from time to time.

Until the amount contemplated by the guidelines is achieved, the executive officer is required to retain an amount equal to 50% of the net shares received as a result of the exercise of stock options or stock-settled SARs or the vesting of restricted stock or RSUs. “Net shares” for purposes of the guidelines are those shares that remain after shares are sold or netted to pay (i) the exercise price of stock options or SARs (if applicable) and any withholding taxes associated with such exercise or (ii) withholding or other taxes payable upon vesting of restricted stock or RSUs.

Failure to meet or, in unique circumstances, to show sustained progress toward meeting the stock ownership guidelines may be a factor considered by the Compensation and Organization Committee in determining future long-term incentive equity grants and/or appropriate levels of incentive compensation.

Executive officers who are subject to the stock ownership guidelines are to be notified each fiscal year as to the status of their compliance with the guidelines based on information available to the Company’s benefits department. Each executive officer may provide supplemental information regarding shares held in street name, individual brokerage accounts or owned by a spouse or other immediate family member, if such information would be relevant to the calculation of such executive officer’s compliance with the stock ownership guidelines. At the time of the Company’s Fiscal 2016 annual review of stock ownership compliance, all executive officers and directors either: (i) had satisfied their applicable guideline; (ii) were on track to satisfy their applicable guideline; or (iii) were otherwise compliant with the Company’s policies ( i.e. , were in compliance with the applicable retention requirement until such time that their ownership guideline was met).

Required ownership for non-employee directors is calculated using the annual retainer as of the later of the date the guidelines were most recently amended ( i.e. , December 15, 2015) and the date the director is elected to the Board. It is anticipated that directors should be able to achieve the guideline within three years of joining the Board.

Compensation Considerations Related to Tax Deductibility under Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code generally prohibits any publicly-held corporation from taking a federal income tax deduction for compensation paid in excess of $1,000,000 in any taxable year to the Chief Executive Officer and to each of the other three most highly compensated executive officers (excluding the Chief Financial Officer) whose compensation is required to be disclosed pursuant to Item 402 of SEC Regulation S-K. Section 162(m) exempts qualified “performance-based compensation,” among other things, from this deductibility limitation. However, the Compensation and Organization Committee’s policy is to maximize the deductibility of executive compensation, to the extent compatible with the needs of the business, as the Compensation and Organization Committee believes that compensation and benefits decisions should be primarily driven by the needs of the business, rather than by tax policy. Therefore, the Compensation and Organization Committee may make pay decisions that result in compensation expense that is not fully deductible under Section 162(m). Further, the application of Section 162(m) is complex and may change with time (with potentially retroactive effect).

Compensation Considerations Related to Accounting

When determining amounts of long-term incentive grants to executive officers and other associates, the Compensation and Organization Committee examines the accounting cost associated with the grants. Under GAAP, grants of options, SARs, RSUs, PSAs and other share-based payments result in an accounting charge taken by the Company. The Compensation and Organization Committee considers the accounting implications of

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the executive compensation program, including the estimated cost for financial reporting purposes of equity compensation as well as the aggregate grant date fair value of equity compensation computed in accordance with FASB ASC Topic 718.

REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation and Organization Committee reviewed the “COMPENSATION DISCUSSION AND ANALYSIS” and discussed it with management of the Company. Based on such review and discussion, the Compensation and Organization Committee recommended to the Board that the “COMPENSATION DISCUSSION AND ANALYSIS” be included in this Proxy Statement.

Submitted by the Compensation and Organization Committee:

Michael E. Greenlees (Chair)

Terry L. Burman Charles R. Perrin Craig R. Stapleton

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EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table summarizes the compensation paid to, awarded to or earned by the NEOs for Fiscal 2016, Fiscal 2015 and Fiscal 2014 in accordance with the rules promulgated by the SEC.

Fiscal 2016 Summary Compensation Table

Name and Principal Position

During 2016 Fiscal Year

Fiscal
Year
Salary Bonus (1) Stock
Awards (2)
Option
Awards
and
SARs (3)
Non-Equity
Incentive Plan
Compensation (4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (5)
All Other
Compensation (6)
Total (7)

Fran Horowitz

2016 $ 1,100,000 — $ 3,593,793 — — $ 705 $ 65,915 $ 4,760,413

President & Chief Merchandising
Officer (8)

2015 $ 1,005,096 — $ 1,491,000 $ 615,544 $ 1,650,000 $ 348 $ 47,704 $ 4,809,692
2014 $ 267,885 $ 712,500 $ 3,214,040 $ 248,659 — $ 7 $ 6,187 $ 4,449,278

Joanne C. Crevoiserat

2016 $ 800,000 — $ 1,844,999 — — $ 5,295 $ 98,611 $ 2,748,905

Executive Vice President — Finance
and Chief Financial Officer (Interim
Principal Executive Officer from
June 13, 2016 to January 31,
2017) (9)

2015 $ 767,019 — $ 801,400 $ 492,432 $ 650,000 $ 1,300 $ 56,064 $ 2,768,215
2014 $ 522,500 $ 450,000 $ 2,783,208 $ 1,229,400 — $ 159 $ 32,958 $ 5,018,225

Kristin Scott

2016 $ 360,577 — $ 1,609,032 — — $ 17 $ 10,806 $ 1,980,432

Brand President — Hollister (10)

Stacia Andersen

2016 $ 461,539 $ 100,000 $ 1,758,515 — — $ 32 $ 26,238 $ 2,346,324

Brand President — Abercrombie &
Fitch/abercrombie kids (11)

Diane Chang

2016 $ 995,000 — $ 1,578,660 — — $ 31,951 $ 128,306 $ 2,733,918

Executive Vice President —

Sourcing (12)

2015 $ 995,000 — $ 801,400 $ 492,432 $ 850,000 $ 37,917 $ 120,931 $ 3,297,680
2014 $ 995,000 — $ 1,340,180 $ 504,000 — $ 34,446 $ 97,562 $ 2,971,188

Jonathan E. Ramsden

2016 $ 394,173 — $ 2,567,004 — — $ 12,824 $ 80,303 $ 3,054,304

Chief Operating Officer (Interim
Principal Executive Officer from
December 8, 2014 to June 12,
2016) (13)

2015 $ 995,000 — $ 3,412,105 $ 615,544 $ 1,000,000 $ 13,725 $ 119,895 $ 6,156,269
2014 $ 962,693 — $ 1,425,644 $ 576,000 — $ 12,103 $ 116,155 $ 3,092,595

(1)

The amount included for Stacia Andersen in Fiscal 2016 reflects a relocation bonus payment of $100,000.

(2)

The amounts included in the “Stock Awards” column represent the grant date fair value related to PSAs and RSUs granted to the NEOs, computed in accordance with GAAP. The actual number of PSAs and RSUs granted in Fiscal 2016 is shown in the “Fiscal 2016 Grants of Plan-Based Awards” table on page 82 of this Proxy Statement. Pursuant to applicable SEC Rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The maximum grant date fair value related to the PSAs (the NEOs can earn from 0% to 200% of target) was as follows: (a) Fran Horowitz — $3,823,642; (b) Joanne C. Crevoiserat — $1,911,855; (c) Kristin Scott — $928,061; (d) Stacia Andersen — $1,061,800; (e) Diane Chang — $1,638,723; and (f) Jonathan E. Ramsden — $2,731,183. The PSAs and RSUs that were granted to the NEOs will only deliver monetary value if the performance-based criteria to which they are subject are achieved. For a discussion of valuation assumptions, see “Note 13. SHARE-BASED COMPENSATION” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2016 Form 10-K.

(3)

The amounts included in the “Option Awards and SARs” column represent the grant date fair value related to SARs granted to the NEOs, in Fiscal 2015 and Fiscal 2014, computed in accordance with GAAP. The SARs that were granted to the NEOs will only deliver monetary value if the price of the Company’s Common Stock increases beyond the grant price after the awards vest. For a discussion of valuation assumptions, see “Note 13. SHARE-BASED COMPENSATION” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2016 Form 10-K. Pursuant to applicable SEC Rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts shown do not necessarily reflect the actual value received or to be received by the NEOs.

(4)

For Fiscal 2016, none of the NEOs earned performance-based incentive cash compensation. For Fiscal 2015, all NEOs who were active as of the payout date earned performance-based incentive cash compensation, and their payments were as follows: (a) Fran Horowitz — $1,650,000; (b) Joanne C. Crevoiserat — $650,000; (c) Diane Chang — $850,000; and (d) Jonathan E. Ramsden — $1,000,000. For Fiscal 2014, none of the NEOs earned performance-based incentive cash compensation.

(5)

The amounts shown in this column for Fiscal 2016, Fiscal 2015 and Fiscal 2014 represent the above-market earnings on the NEOs’ respective Nonqualified Savings and Supplemental Retirement Plan balances. Above market-earnings is defined as earnings in excess of 120% of the monthly applicable federal long-term rate (APR). The APR for January 2017 was 3.26%.

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(6)

The amounts shown in this column reflect All Other Compensation which included the following for Fiscal 2016:

All Other Compensation Table

Name

Company
Contributions  to
401(k) Plan (a)
Company
Contributions to
Nonqualified
Savings  and
Supplemental
Retirement  Plan (b)
Life and
Long-Term
Disability
Insurance
Premiums
Paid (c)
Relocation
Expenses (d)
Total

Fran Horowitz

$ 13,709 $ 33,000 $ 19,206 $ — $ 65,915

Joanne C Crevoiserat

$ 11,604 $ 79,050 $ 7,957 $ — $ 98,611

Kristin Scott

$ — $ 9,519 $ 1,287 $ — $ 10,806

Stacia Andersen

$ — $ 12,115 $ 1,895 $ 12,228 $ 26,238

Diane Chang

$ 17,661 $ 92,615 $ 18,030 $ — $ 128,306

Jonathan E. Ramsden

$ 13,949 $ 63,362 $ 2,992 $ — $ 80,303

(a)

For each NEO, the amount shown in this column represents the aggregate amount of Company matching contributions to her or his accounts under the Company’s 401(k) Plan during Fiscal 2016.

(b)

For each NEO, the amount shown in this column represents the aggregate amount of Company matching and supplemental contributions to her or his accounts under the Company’s Nonqualified Savings and Supplemental Retirement Plan during Fiscal 2016.

(c)

For each NEO, the amount shown in this column represents life and long-term disability insurance premiums paid for by the Company during Fiscal 2016.

(d)

For Ms. Andersen, the amount shown in this column represents the total amount of relocation expenses incurred by the Company on behalf of the Ms. Andersen for Fiscal 2016.

(7)

The amounts shown in this column for each fiscal year may differ from the sum of the amounts shown in the other columns for such fiscal year due to the rounding convention used.

(8)

On February 1, 2017, Ms. Horowitz was elected as Chief Executive Officer of the Company.

(9)

On February 1, 2017, Ms. Crevoiserat was elected as Chief Operating Officer of the Company and continues to hold her positions as Executive Vice President and Chief Financial Officer of the Company. Ms. Crevoiserat served as Interim Principal Executive Officer from June 13, 2016 to January 31, 2017.

(10)

On August 30, 2016, Ms. Scott began employment with the Company as Brand President — Hollister. As a result, the table shows information for Ms. Scott for Fiscal 2016 only.

(11)

On June 16, 2016, Ms. Andersen began employment with the Company as Brand President — A&F/kids. As a result, the table shows information for Ms. Andersen for Fiscal 2016 only.

(12)

Prior to January 29, 2017, Ms. Chang served as Executive Vice President — Sourcing of the Company. From January 29, 2017 through June 23, 2017, she will be employed by the Company in a part-time capacity until she retires effective June 24, 2017.

(13)

On June 15, 2016, Mr. Ramsden voluntarily resigned from his employment with the Company. Mr. Ramsden served as Interim Principal Executive Officer from December 8, 2014 to June 12, 2016.

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Table of Contents

Grants of Plan-Based Awards

The following table sets forth information regarding cash and stock-based incentive awards granted to the NEOs during Fiscal 2016.

Fiscal 2016 Grants of Plan-Based Awards

Name

Grant
Date

Estimated Future Payouts
under Non-Equity Incentive
Plan Awards (1)

Estimated Future Payouts
under Equity Incentive Plan
Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
All Other
Option/
SAR
Awards:
Number of
Securities
Underlying
Options/
SARs (2)
Exercise
or Base
Price of
Option/
SAR
Awards
Grant
Date Fair
Value
per Share
of Stock
Awards
and Option/
SAR
Awards
Grant
Date
Fair
Value of
Stock
Awards
and
Option/
SAR

Awards (3)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)