Abercrombie & Fitch said on Wednesday that it had settled a proxy fight with the activist hedge fund Engaged Capital, agreeing to add four new independent directors to its board.
Under the terms of the agreement, the retailer said that it would nominate Bonnie R. Brooks, the vice chairman of the Hudson’s Bay Company; Sarah M. Gallagher, a former executive at Ralph Lauren; Diane L. Neal, the former chief executive of Bath & Body Works; and Stephanie M. Shern, a former global director of retail for Ernst & Young.
In return, Engaged agreed to end its bid for five seats on the board, including one for Ms. Neal.
The move will end a battle that has been contested for months between Abercrombie and Engaged, which argued that the retailer needed new blood on its board to help turn around a slump that has lasted for years.
Abercrombie had already instituted changes aimed at assuaging restive shareholders. Among them was splitting the roles of chairman and chief executive, which reduced the power of its longtime chief, Michael S. Jeffries, and adding three new directors to its board.
In a statement on Wednesday, Abercrombie noted that its 12-member board would now be almost wholly independent, save for Mr. Jeffries, and have seven directors who joined this year.
“Our new director nominees each bring strong and relevant backgrounds and will add valuable experience and perspective to the Abercrombie & Fitch board,†said Arthur Martinez, the retailer’s nonexecutive chairman.
Glenn Welling, the founder of Engaged, said: “We are very pleased to have worked constructively with the company to this end and are delighted with the addition of these four new independent directors with significant retail and apparel experience, who together with the other three new directors now make up a majority of the board.â€
