AEO Reports Director Changes and Executive Compensation Updates

TL;DR

AEO board shakeup and exec pay changes filed Aug 1.

AI Summary

On August 1, 2024, American Eagle Outfitters, Inc. (AEO) filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers. This report also covers Regulation FD disclosures and financial statement exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation updates, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• AMERICAN EAGLE OUTFITTERS, INC. (company) — Registrant
• August 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-33338 (filing_id) — Commission File Number
• 13-2721761 (tax_id) — IRS Employer Identification No.
• 77 Hot Metal Street Pittsburgh, Pennsylvania 15203-2329 (address) — Address of principal executive offices

FAQ

From the Filing

0001193125-24-195980.txt : 20240807 0001193125-24-195980.hdr.sgml : 20240807 20240807164552 ACCESSION NUMBER: 0001193125-24-195980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20240801 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240807 DATE AS OF CHANGE: 20240807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE OUTFITTERS INC CENTRAL INDEX KEY: 0000919012 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 132721761 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33338 FILM NUMBER: 241184546 BUSINESS ADDRESS: STREET 1: 77 HOT METAL STREET CITY: PITTSBURGH STATE: PA ZIP: 15203 BUSINESS PHONE: 4124323300 MAIL ADDRESS: STREET 1: 77 HOT METAL STREET CITY: PITTSBURGH STATE: PA ZIP: 15203 8-K 1 d783072d8k.htm 8-K 8-K AMERICAN EAGLE OUTFITTERS INC false 0000919012 0000919012 2024-08-01 2024-08-01     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) August 1, 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. ☐       ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 1, 2024, the Board of Directors (the “Board”) of American Eagle Outfitters, Inc. (the “Company”) expanded the size of the Board from seven to eight members and appointed Stephanie Pugliese as a Class III director of the Company, each effective immediately. Ms. Pugliese