American Eagle Outfitters Files 8-K on Security Holder Vote

TL;DR

AE OUTFITTERS HOLDING SHAREHOLDER VOTE - DETAILS TO FOLLOW

AI Summary

On June 27, 2024, American Eagle Outfitters, Inc. filed an 8-K report detailing the submission of matters to a vote of its security holders. The filing does not disclose specific details about the matters to be voted on or the outcome of any vote.

Why It Matters

This filing indicates that American Eagle Outfitters is engaging its shareholders on important corporate matters, which could impact the company's future direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain information that immediately impacts the company's financial health or operations.

Key Numbers

• 1-33338 — Commission File Number (Identifies the company's SEC filing history.)
• 13-2721761 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• AMERICAN EAGLE OUTFITTERS, INC. (company) — Registrant
• June 27, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 77 Hot Metal Street Pittsburgh, Pennsylvania 15203-2329 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value AEO New York Stock Exchan

Filing Documents

• d121004d8k.htm (8-K) — 32KB
• 0001193125-24-174404.txt ( ) — 148KB
• aeo-20240627.xsd (EX-101.SCH) — 3KB
• aeo-20240627_lab.xml (EX-101.LAB) — 17KB
• aeo-20240627_pre.xml (EX-101.PRE) — 11KB
• d121004d8k_htm.xml (XML) — 3KB

From the Filing

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) June 27, 2024 AMERICAN EAGLE OUTFITTERS, INC. (Exact name of registrant as specified in its charter) Delaware 1-33338 13-2721761 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 77 Hot Metal Street Pittsburgh , Pennsylvania 15203-2329 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 432-3300 N/A (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value AEO New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ITEM5.07. Submission of Matters to a Vote of Security Holders. On June 27, 2024, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") by means of remote communication. As of May 1, 2024, the record date for the Annual Meeting, there were a total of 196,430,265 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 186,262,781 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present. The stockholders of the Company voted on the following: 1. To elect three Class II directors to serve until the 2027 Annual Meeting of Stockholders; 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025; and 3. To approve, on an advisory basis, the compensation of our named executive officers. Votes regarding the election of the director nominees were as follows: Name For Against Abstain Broker Non-Votes Janice E. Page 153,458,604 23,349,869 55,546 9,398,762 David M. Sable 167,494,949 9,308,011 61,055 9,398,766 Noel J. Spiegel 167,004,837 9,803,785 55,392 9,398,767 Based on the votes set forth above, the director nominees were duly elected. The following persons continue to serve as Class I directors: Jay L. Schottenstein and Sujatha Chandrasekaran. The following persons continue to serve as Class III directors: Deborah A. Henretta and Cary D. McMillan. 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 February 1, 2025 were as follows: For Against Abstain Broker Non-Votes 181,501,756 4,685,623 75,402 0 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 February 1, 2025 was duly ratified. Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows: For Against Abstain Broker Non-Votes 168,771,360 7,969,107 123,544 9,398,770 Based on the votes set forth above, the compensation of the Company's named executive officers was approved. 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 2, 2024 By: /s/ Beth Henke Beth Henke Senior Vice President, General Counsel and Chief Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR