8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2014

               ABERCROMBIE & FITCH CO.               

(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

        6301 Fitch Path, New Albany, Ohio 43054         

(Address of principal executive offices) (Zip Code)

                              (614) 283-6500                             

(Registrant's telephone number, including area code)

               Not Applicable               

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 27, 2014, Abercrombie & Fitch Co. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to the Rights Agreement, dated as of July 16, 1998, as amended (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as the duly appointed successor rights agent.

The Amendment accelerates the expiration of the Company’s preferred stock purchase rights (the “Rights”) from the close of business on July 16, 2018, to the close of business on January 28, 2014, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s Class A Common Stock pursuant to the Rights Agreement will expire.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2014, the Board of Directors of the Company (the “Board”) took the following actions (the “Governance Actions”), effective immediately:

• Separated the positions of Chief Executive Officer (the “CEO”) and Chairman of the Board (the “Chairman”), and determined that the office of Chairman be held by an individual who is not an executive officer or any employee of the Company. Previously, Michael S. Jeffries held both the CEO position and the Chairman position. Mr. Jeffries will continue as the CEO, as a director of the Company and as a member of the Executive Committee of the Board. Previously, the Company did not pay an annual retainer for services rendered by the Chairman because such position was held by Mr. Jeffries, and the Company does not pay additional compensation to any officer of the Company who is also a director for services rendered as a director. Now, in addition to other applicable compensation payable to non-employee directors, which compensation the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 16, 2013, and updated effective as of February 2, 2014, as disclosed in Exhibit 10.2 to its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on September 9, 2013, the Company intends to pay the Chairman an annual retainer of $300,000 for serving in such capacity, of which $200,000 will be paid in cash (quarterly in arrears) and $100,000 will be paid in the form of restricted stock units (the “Chairman RSU Retainer”).

• Increased the size of the Board from nine directors to 12 directors, thereby creating three vacant directorships on the Board.

• Elected Arthur C. Martinez, Terry Burman and Charles R. Perrin to fill the three vacant directorships on the Board, and elected Mr. Martinez as non-executive Chairman.

◦ The Board determined that Messrs. Martinez, Burman and Perrin meet all of the applicable standards of independence under the regulations of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines, and that each of them is independent and free of any material relationships with the Company other than through their service as directors of the Company.

◦ Messrs. Martinez, Burman and Perrin will serve for initial terms ending at the Company’s 2014 Annual Meeting of Stockholders.

◦ The Board expects that Messrs. Burman and Perrin will serve on one or more committees of the Board, but has not yet determined to which committee or committees they will be appointed.

◦ In connection with his election as a director and non-executive Chairman of the Company, Mr. Martinez has notified two of the other boards on which he currently serves that he will not stand for re-election at the 2014 annual meetings of such companies.

◦ As non-employee directors, Messrs. Martinez, Burman and Perrin will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 16, 2013, and updated effective as of February 2, 2014, as disclosed in Exhibit 10.2 to its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on September 9, 2013, as modified by the contents of this Item 5.02 with respect to the Chairman. All such compensation will be pro-rated for the period from the Board’s election of Messrs. Martinez, Burman and Perrin to the date of the Company’s 2014 Annual Meeting of Stockholders, except for the Chairman RSU Retainer, of which a full portion will be granted immediately and vest immediately in consideration of the service of Mr. Martinez for the period prior to the 2014 Annual Meeting of Stockholders.

• Determined that Craig R. Stapleton will no longer serve in the position of Lead Independent Director. Mr. Stapleton will continue to serve as a director of the Company, as the Chairman of the Nominating and Board Governance Committee of the Board, and as a member of each of the Executive Committee of the Board, the Audit Committee of the Board and the Compensation Committee of the Board.

Item 8.01. Other Events.

On January 28, 2014, the Company issued a press release announcing the Amendment and the Governance Actions. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The Company undertakes no obligation to update the matters referred to in the Company’s press release to reflect changes that occur after the date hereof, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.Description

4.1 Amendment No. 3 to Rights Agreement, dated January 27, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as the duly appointed successor rights agent

99.1 Press Release of the Company, dated January 28, 2014

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABERCROMBIE & FITCH CO.
Dated: January 28, 2014	By: /s/ Robert E. Bostrom
	Robert E. Bostrom
	Senior Vice President, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.Description

4.1 Amendment No. 3 to Rights Agreement, dated January 27, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as the duly appointed successor rights agent

99.1 Press Release of the Company, dated January 28, 2014

EX-4.1

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

Amendment No. 3, dated as of January 27, 2014 (this “Amendment”), to the Rights Agreement, dated as of July 16, 1998, as amended (the “Rights Agreement”), by and between Abercrombie & Fitch Co. (the “Company”) and American Stock Transfer & Trust Company, LLC, as duly appointed successor rights agent (the “Rights Agent”).

WITNESSETH

WHEREAS, the parties hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights to the close of business on January 28, 2014;

WHEREAS, pursuant to Section 27 of the Rights Agreement, on January 27, 2014, the Board of Directors of the Company approved an amendment to the Rights Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.The definition of “Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

““Final Expiration Date” means the close of business on January 28, 2014.”

2.Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.

3.Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.

4.This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, except that the rights and obligations of the Rights Agent shall be governed by the law of the State of New York.

5.The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect.

6.This Amendment shall be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Agreement transmitted electronically will have the same authority, effect and enforceability as an original signature.

7.This Amendment shall be effective as of the date first above written and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.

8.The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.

9.By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

IN WITNESS WHEREOF,this Amendment has been duly executed by the Company and the Rights Agent as of the effective time stated above.

ABERCROMBIE & FITCH CO.

By: /s/ Robert E. Bostrom

Name: Robert E. Bostrom

Title: Senior Vice President, General Counsel and

Corporate Secretary

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By: /s/ Michael A. Nespoli

Name: Michael A. Nespoli

Title: Executive Director

EX-99.1

Abercrombie & Fitch Implements Significant Corporate Governance Enhancements: Separation of Chairman and CEO Roles, Addition of Three Independent Directors,

and Elimination of Shareholder Rights Plan

Appoints Arthur Martinez to Serve as Non-Executive Chairman

New Albany, Ohio, January 28, 2014: Abercrombie & Fitch Co. (NYSE: ANF) (the “Company”) today announced that it has appointed Arthur C. Martinez, Terry Burman, and Charles R. Perrin to the Abercrombie & Fitch Board of Directors, effective immediately, and that it has separated the roles of Chairman of the Board and Chief Executive Officer. Mr. Martinez has been appointed Non-Executive Chairman. Each of the new directors satisfies the independence standards of the New York Stock Exchange.

With the addition of Messrs. Martinez, Burman and Perrin, the Abercrombie & Fitch Board will expand to 12 members, all of whom are annually elected. As part of its commitment to being a leader in corporate governance practices, the Company also announced that its Board of Directors has determined to terminate the Company’s Shareholder Rights Plan. Additional information will be available in a Form 8-K to be filed today with the Securities and Exchange Commission.

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

Mike Jeffries, CEO, said, “I have strongly supported the significant corporate governance enhancements the Company has made in the past few years, and I am thrilled by the announcements we are making today. Arthur Martinez brings extensive sector expertise, deep boardroom experience, and valuable perspectives to the new role of Non-Executive Chairman. I am confident that he is the right choice to lead the Board of Abercrombie & Fitch as we execute against our strategic plans and move in to the next phase of the Company’s growth. Terry Burman and Charlie Perrin also bring extensive boardroom and retail experience and, along with Arthur, will be outstanding additions to the Abercrombie & Fitch Board. I could not be more excited to welcome them to Abercrombie & Fitch.”

Craig Stapleton, Chair of the Nominating and Board Governance Committee and former Lead Independent Director, said “These significant changes demonstrate the Company’s ongoing commitment to being a leader in corporate governance best practices and responding to shareholder concerns. The Company will continue to review additional corporate governance enhancements as part of this commitment. We are excited about the additions of Arthur, Terry and Charlie to the Board, all of whom are highly qualified and seasoned executives with distinguished track records of success.”

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

About Arthur C. Martinez

Mr. Martinez brings substantial public company board experience and senior executive experience in the retail industry. Mr. Martinez currently serves on the Board of Directors of American International Group, IAC/Interactive Corporation, Fifth & Pacific Companies (formerly Liz Claiborne), International Flavors & Fragrances, Inc., where he is Lead Director, and HSN, Inc., where he is Chairman. In connection with his appointment as a Director and Non-Executive Chairman of Abercrombie & Fitch, Mr. Martinez has notified the boards of two companies, of which he currently is a director, that he will not stand for reelection at the next annual meeting. Mr. Martinez previously served on the Board of PepsiCo, Inc. and was Chairman of the Board of the Federal Reserve Bank of Chicago. He also served as Chairman and CEO of Sears, Roebuck and Co. and prior to that was Vice Chairman and a Director of Saks Fifth Avenue. Prior to that, Mr. Martinez served as the Group Chief Executive for the retail division of B.A.T. Industries/BATUS, Inc., which included Saks Fifth Avenue, Marshall Field’s and other department stores. Mr. Martinez received a B.S. degree from Polytechnic University of New York University, and an M.B.A. degree from Harvard Business School.

About Terry Burman

Mr. Burman brings to the Board significant experience and expertise in the retail industry. Mr. Burman is currently Chairman of Zale Corporation, and he serves on the Board of Tuesday Morning Corporation. He previously served on the Boards of Barry’s Jewelers, Inc., Caesars World, Inc., Unimax Corporation and Yankee Candle Company. Mr. Burman was previously CEO of Signet Jewelers Ltd. and served on the Signet Board of Directors. Prior to Signet, Mr. Burman was President and CEO of Barry’s Jewelers, Inc. Mr. Burman received a B.S. from the University of Southern California.

About Charles R. Perrin

Mr. Perrin joins the Board with experience serving on boards of both public and private companies in the retail industry. Mr. Perrin currently serves on the Board of the Campbell Soup Company. Previously, Mr. Perrin served on the Boards of Avon Products, Inc., Duracell, Inc., Eastern Mountain Sports, Inc. and Warnaco Group Inc., where he was Non-Executive Chairman. He served as Chairman and CEO of Avon Products, Inc and prior to that served as Chairman and CEO of Duracell International Inc. Mr. Perrin received a B.A. degree from Trinity College and an M.B.A. degree from Columbia University.

About Abercrombie & Fitch

Abercrombie & Fitch Co. is a leading global specialty retailer of high-quality, casual apparel for Men, Women and Kids with an active, youthful lifestyle under its Abercrombie & Fitch, abercrombie, Hollister and Gilly Hicks brands. The Company currently operates 890 stores in the United States and 166 stores across Canada, Europe, Asia and Australia. The Company also operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com andwww.gillyhicks.com.

Media Contact:

Andy Brimmer / Andrew Siegel / Aaron Palash

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Investor Contact:

Brian Logan

Abercrombie & Fitch

(614) 283-6877