Attached files
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8-K - FORM 8-K - ABERCROMBIE & FITCH CO /DE/ | c25016e8vk.htm |
EX-99.4 - EX-99.4 - ABERCROMBIE & FITCH CO /DE/ | c25016exv99w4.htm |
EX-99.3 - EX-99.3 - ABERCROMBIE & FITCH CO /DE/ | c25016exv99w3.htm |
EX-99.2 - EX-99.2 - ABERCROMBIE & FITCH CO /DE/ | c25016exv99w2.htm |
EX-99.1 - EXHIBIT 99.1 - ABERCROMBIE & FITCH CO /DE/ | c25016exv99w1.htm |
Exhibit 3.1
Certificate regarding Approval of Amendments to Sections 1.09 and 2.04
of Amended and Restated Bylaws of Abercrombie & Fitch Co.
by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011
of Amended and Restated Bylaws of Abercrombie & Fitch Co.
by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011
The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice
President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the
Company); that a regular meeting of the Board of Directors of the Company was duly called and
held on November 15, 2011, at which regular meeting a quorum of the directors of the Company was at
all times present; and that the Board of Directors duly approved amendments to Section 1.09 and
Section 2.04 of the Companys Amended and Restated Bylaws to read as set forth on Annex A attached
hereto and incorporated herein by reference.
IN WITNESS WHEREOF, the undersigned Senior Vice President, General Counsel and Secretary of
Abercrombie & Fitch Co., acting for and on behalf of the
Company, has hereunto set his hand this 15th day of November, 2011.
/s/ Ronald A. Robins, Jr. | ||||
Senior Vice President, General | ||||
Counsel and Secretary of Abercrombie & Fitch Co. |
Annex A
Abercrombie & Fitch Co.
Amendments to Sections 1.09 and 2.04 of the Amended and Restated Bylaws
Section 1.09. Nature of Business at Meetings of Stockholders. Only such
business (other than nominations for election to the Board of Directors, which must comply with the
provisions of Section 2.04) may be transacted at an annual meeting of stockholders as is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought
before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder
of the corporation (i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 1.09 and on the record date for the determination of stockholders
entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 1.09.
In addition to any other applicable requirements, for business to be properly brought before
an annual meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the secretary of the corporation.
To be considered timely, a stockholders notice to the secretary must be delivered either in
person or by United States certified mail, postage prepaid, and received at the principal executive
offices of the corporation not less than 120 days nor more than 150 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is not within
25 days before or after such anniversary date, notice by the stockholder in order to be timely must
be so received not later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs. In no event shall the adjournment or
postponement of an annual meeting, or the public announcement of such an adjournment or
postponement, commence a new time period (or extend any time period) for the giving of a
stockholders notice as described above.
To be in proper written form, a stockholders notice to the secretary must set forth the
following information: (a) as to each matter such stockholder proposes to bring before the annual
meeting, a brief description of the business desired to be brought before the annual meeting,
including the complete text of any resolutions to be presented at the annual meeting, and the
reasons for conducting such business at the annual meeting, and (b) as to the stockholder giving
notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name
and address of such person; (ii) (A) the class and number of all shares of stock of the corporation
which are owned beneficially or of record by such person and any affiliates or associates of such
person, (B) the name of each nominee holder of shares of all stock of the corporation owned
beneficially but not of record by such person or any affiliates or associates of such person, and
the number of such shares of stock of the corporation held by each such nominee holder, (C) whether
and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or
profit interest or other transaction has been entered into by or on behalf of such person, or any
affiliates or associates of such person, with respect to stock of the
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corporation and (D) whether and the extent to which any other transaction, agreement,
arrangement or understanding (including any short position or any borrowing or lending of shares of
stock of the corporation) has been made by or on behalf of such person, or any affiliates or
associates of such person, the effect or intent of any of the foregoing being to mitigate loss to,
or to manage risk or benefit of stock price changes for, such person, or any affiliates or
associates of such person, or to increase or decrease the voting power or pecuniary or economic
interest of such person, or any affiliates or associates of such person, with respect to stock of
the corporation; (iii) a description of all agreements, arrangements, or understandings (whether
written or oral) between or among such person, or any affiliates or associates of such person, and
any other person or persons (including their names) in connection with the proposal of such
business and any material interest of such person or any affiliates or associates of such person,
in such business, including any anticipated benefit therefrom to such person, or any affiliates or
associates of such person; (iv) a representation that the stockholder giving notice intends to
appear in person or by proxy at the annual meeting to bring such business before the meeting; and
(v) any other information relating to such person that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with the solicitation of proxies by
such person with respect to the proposed business to be brought by such person before the annual
meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and the rules and regulations promulgated thereunder.
A stockholder providing notice of business proposed to be brought before an annual meeting
shall further update and supplement such notice, if necessary, so that the information provided or
required to be provided in such notice pursuant to this Section 1.09 shall be true and correct as
of the record date for determining the stockholders entitled to receive notice of the annual
meeting and such update and supplement shall be delivered either in person or by United States
certified mail, postage prepaid, and received by the secretary at the principal executive offices
of the corporation not later than five business days after the record date for determining the
stockholders entitled to receive notice of the annual meeting. In addition, the stockholder shall
promptly provide any other information reasonably requested by the corporation.
No business shall be conducted at the annual meeting of stockholders except business brought
before the annual meeting in accordance with the procedures set forth in this Section 1.09;
provided, however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 1.09 shall be deemed to
preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.
Nothing contained in this Section 1.09 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the corporations proxy statement pursuant to Rule 14a-8 under
the Exchange Act (or any successor provision of law).
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Section 2.04. Nominations. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors of the corporation, except as
may be otherwise provided in the corporations certificate of incorporation with respect to the
right of holders of preferred stock of the corporation, if any, to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the
corporation (i) who is a stockholder of record on the date of the giving of the notice provided for
in this Section 2.04 and on the record date for the determination of stockholders entitled to
notice of and to vote at such annual meeting or special meeting and (ii) who complies with the
notice procedures set forth in this Section 2.04.
In addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper written form to the
secretary of the corporation.
To be considered timely, a stockholders notice to the secretary must be delivered either in
person or by United States certified mail, postage prepaid, and received at the principal executive
offices of the corporation (a) in the case of an annual meeting, not less than 120 days nor more
than 150 days prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 25 days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b)
in the case of a special meeting of stockholders called for the purpose of electing directors, not
later than the close of business on the tenth day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date of the special meeting was made,
whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or
a special meeting called for the purpose of electing directors, or the public announcement of such
an adjournment or postponement, commence a new time period (or extend any time period) for the
giving of a stockholders notice as described above.
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To be in proper written form, a stockholders notice to the secretary must set forth the
following information: (a) as to each person whom the stockholder proposes to nominate for election
as a director (i) the name, age, business address and residence address of such person; (ii) the
principal occupation or employment of such person; (iii) (A) the class and number of all shares of
stock of the corporation which are owned beneficially or of record by such person and any
affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock
of the corporation owned beneficially but not of record by such person or any affiliates or
associates of such person, and the number of such shares of stock of the corporation held by each
such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option,
warrant, short interest, hedge or profit interest or other transaction has been entered into by or
on behalf of such person, or any affiliates or associates of such person, with respect to stock of
the corporation and (D) whether and the extent to which any other transaction, agreement,
arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the corporation) has been made by or on behalf of such person,
or any affiliates or associates of such person, the effect or intent of any of the foregoing being
to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any
affiliates or associates of such person, or to increase or decrease the voting power or pecuniary
or economic interest of such person, or any affiliates or associates of such person, with respect
to stock of the corporation; and (iv) any other information relating to such person that would be
required to be disclosed in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the
name and record address of the stockholder giving the notice and the name and principal place of
business of such beneficial owner; (ii) (A) the class and number of all shares of stock of the
corporation which are owned beneficially or of record by such person and any affiliates or
associates of such person, (B) the name of each nominee holder of shares of the corporation owned
beneficially but not of record by such person or any affiliates or associates of such person, and
the number of shares of stock of the corporation held by each such nominee holder, (C) whether and
the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or
profit interest or other transaction has been entered into by or on behalf of such person, or any
affiliates or associates of such person, with respect to stock of the corporation and (D) whether
and the extent to which any other transaction, agreement, arrangement or understanding (including
any short position or any borrowing or lending of shares of stock of the corporation) has been made
by or on behalf of such person, or any affiliates or associates of such person, the effect or
intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock
price changes for, such person, or any affiliates or associates of such person, or to increase or
decrease the voting power or pecuniary or economic interest of such person, or any affiliates or
associates of such person, with respect to stock of the corporation; (iii) a description of all
agreements, arrangements, or understandings (whether written or oral) between such person, or any
affiliates or associates of such person, and any proposed nominee or any other person or persons
(including their names) pursuant to which the nomination(s) are being made by such person, and any
material interest of such person, or any affiliates or associates of such person, in such
nomination, including any anticipated benefit therefrom to such person, or any affiliates or
associates of such person; (iv) a representation that the stockholder giving notice intends to
appear in person or by proxy at the annual meeting or special meeting to nominate the persons named
in its notice; and (v) any other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with the
solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
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A stockholder providing notice of any nomination proposed to be made at an annual meeting or
special meeting shall further update and supplement such notice, if necessary, so that the
information provided or required to be provided in such notice pursuant to this Section 2.04 shall
be true and correct as of the record date for determining the stockholders entitled to receive
notice of the annual meeting or special meeting, and such update and supplement shall be delivered
either in person or by United States certified mail, postage prepaid, and received by the secretary
at the principal executive offices of the corporation not later than
five business days after the record date for determining the stockholders entitled to receive
notice of such annual meeting or special meeting. In addition, the stockholder shall promptly
provide any other information reasonably requested by the corporation.
No person shall be eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth in this Section 2.04. If the Chairman of the meeting
determines that a nomination was not made in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the nomination was defective and such defective nomination shall
be disregarded.
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