SEATTLE – Fabian Mensson resigned as president and chief executive of Eddie Bauer Holdings on Friday, one day after the Redmond, Wash., company’s shareholders rejected a $285 million buyout offer.

Board member Howard Gross stepped in as interim CEO while the board searches for a permanent replacement. Gross has more than 35 years’ experience in the retail-apparel industry, including as president and CEO of Limited Stores and Victoria’s Secret Stores.

At a special stockholders’ meeting Thursday, only 44 percent of outstanding shares were voted and 37 percent opposed the sale. The deal needed a majority of outstanding shares to be approved. After the meeting, a shaken Mensson said, “We’re going back to work.”

Eddie Bauer’s board had recommended that shareholders vote for the sale to private-equity firms Sun Capital Partners and Golden Gate Capital. Now, the casual-sportswear retailer must pay those firms up to $5 million to cover their expenses for the failed deal.

The rejection could not have been a complete surprise to executives, given sharp questioning and comments from some investment analysts during the company’s November conference call.

Referring to the $9.25-a-share offer, one said that “to end at $9.25 right when the business is starting to turn around is one of the worst outcomes we could have ever imagined,” according to a transcript filed by the company.

Another said that instead of selling, “I could see how replacing management might be a good way to build shareholder value.”

Whatever the vote means for Eddie Bauer going forward, it represented an abrupt change of plans for Mensson, a man who was looking at $10.8 million in separation benefits if the deal had gone through on Thursday but is now out of the company.

In a press release, Eddie Bauer Chairman William End thanked Mensson for his leadership over the past four and a half years. “He guided the company through its difficult reorganization and the early stages of its turnaround and restored positive sales momentum this past holiday season with the refocusing of the company’s product line.”

Also in that release, interim CEO Gross said the board is “moving forward thoughtfully and expeditiously to position the company to execute its turnaround strategy.”

Eddie Bauer officials did not return calls for comment on Friday.

When Mensson was hired in 2002, Eddie Bauer was still part of Spiegel Group. It became an independent company in 2005 after Spiegel filed for bankruptcy protection.

Mensson was known as the flamboyant Swede who used to run one of Europe’s largest apparel retailers, Hennes & Mauritz, better known as H&M. He wanted to reconnect Eddie Bauer to its outdoor heritage after shoppers had spurned the company’s attempt to sell a spiffier “classic casual” line.

Eddie Bauer shares rose 38 cents to $9.17 during regular trading on Friday. After news of Mensson’s resignation, which came late in the day, shares climbed 3 cents in after-hours trading to $9.20. The stock has traded as high as $16 a share in the last year, and as low as $6.88.