UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2025, American Eagle Outfitters, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) by means of remote communication. As of May 1, 2025, the record date for the Annual Meeting, there were a total of 173,264,684 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 160,279,159 shares of Common Stock were represented in person by virtual participation or by proxy and, therefore, a quorum was present.
The stockholders of the Company voted on the following proposals:
1. To elect two Class III directors to serve until the Company’s 2028 Annual Meeting of Stockholders (“Proposal 1”);
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 (“Proposal 2”); and
3. To approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers (“Proposal 3”).
Proposal 1: Votes regarding the election of two Class III directors were as follows:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||
| Deborah A. Henretta |
133,254,208 | 16,018,391 | 109,568 | 10,896,992 | ||||
| Cary D. McMillan |
123,784,882 | 25,525,822 | 71,463 | 10,896,992 |
Based on the votes set forth above, each of Deborah A. Henretta and Cary D. McMillan were duly elected to serve as Class III directors until the Company’s 2028 Annual Meeting of Stockholders. The following persons continue to serve as Class I directors: Jay L. Schottenstein and Sujatha Chandrasekaran. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable, and Noel J. Spiegel.
Proposal 2: Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 156,682,017 | 3,476,545 | 120,597 | - |
Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was duly ratified.
Proposal 3: Votes regarding the approval, on an advisory basis, of the fiscal 2024 compensation of the Company’s named executive officers were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 143,329,390 | 5,855,515 | 197,254 | 10,897,000 |
Based on the votes set forth above, the fiscal 2024 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis.
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.
| AMERICAN EAGLE OUTFITTERS, INC. | ||||||
| (Registrant) | ||||||
| Date: July 1, 2025 | By: | /s/ Beth M. Henke | ||||
| Beth M. Henke | ||||||
| Executive Vice President and Chief Legal Officer | ||||||