SEC Form 8-K filed by American Eagle Outfitters Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07. | 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 | ||||||