AMERICAN EAGLE OUTFITTERS, INC. (NYSE:AEO) Files An 8-K Submission of Matters to a Vote of Security Holders

AMERICAN EAGLE OUTFITTERS, INC. (NYSE:AEO) Files An 8-K Submission of Matters to a Vote of Security Holders

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ITEM5.07.

Submission of Matters to a Vote of Security
Holders.

On May23, 2017, American Eagle Outfitters, Inc. (the Company)
held its annual meeting of stockholders in New York, New York
(the Annual Meeting). As of March29, 2017, the Companys record
date, there were a total of 176,954,654 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. At the
Annual Meeting, 159,140,884 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 one ClassI director to serve until the 2020 Annual
Meeting of Stockholders;

2. To ratify the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for the fiscal year
ending February3, 2018;

3. To approve the Companys 2017 Stock Award and Incentive Plan;

4. An advisory vote on the compensation of the Companys named
executive officers; and

5. An advisory vote on the frequency of future advisory votes on
executive compensation.

Votes regarding the election of the director nominee was as
follows:

Name

For Against Abstain BrokerNon-Votes

Jay L. Schottenstein

137,531,880 2,580,155 722,931 18,305,918

Based on the votes set forth above, the director nominee was duly
elected. The following persons continue to serve as ClassII
directors: Janice E. Page, David M. Sable and Noel J. Spiegel.
The following persons continue to serve as ClassIII directors:
Thomas R. Ketteler and Cary D. McMillan.

Votes regarding the ratification of the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending February3, 2018 were
as follows:

For

Against

Abstain

BrokerNon-Votes

157,385,756

1,656,607 98,521

Based on the votes set forth above, the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending February3, 2018 was
duly ratified.

Votes regarding the approval of the Companys 2017 Stock Award and
Incentive Plan:

For

Against

Abstain

BrokerNon-Votes

136,644,095

3,819,409 371,462 18,305,918

Based on the votes set forth above, the Companys 2017 Stock Award
and Incentive Plan was approved.

Votes regarding the advisory vote on the compensation of the
Companys named executive officers were as follows:

For

Against

Abstain

BrokerNon-Votes

138,179,852

2,337,696 317,418 18,305,918

Based on the votes set forth above, the compensation of the
Companys named executive officers was approved.

Votes regarding the advisory vote on the frequency of future
advisory votes on executive compensation were as follows:

One Year

Two Years

Three Years

Abstain

BrokerNon-Votes

124,004,091

445,557 16,131,908 253,410 18,305,918

Based on the votes set forth above, the stockholders recommend
holding an advisory vote on the compensation of the Companys
named executive officers every year.

In accordance with the stockholders recommendation, the Company
has determined that an advisory vote on the compensation of the
Companys named executive officers will be conducted every year,
until the next stockholder advisor vote on the frequency of
future stockholder advisory votes on the compensation of the
Companys named executive officers.


AMERICAN EAGLE OUTFITTERS, INC. (NYSE:AEO) Recent Trading Information

AMERICAN EAGLE OUTFITTERS, INC. (NYSE:AEO) closed its last trading session at with 8,520,370 shares trading hands.

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