Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the annual meeting of stockholders of American Eagle Outfitters, Inc. (the "Company") held on June 7, 2023 (the "Annual Meeting"), the Company's stockholders approved the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (the "2023 Plan") (see below). The 2023 Plan is a long-term incentive plan pursuant to which awards may be granted to employees, non-employee directors, and consultants of the Company and its affiliates, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, awards in lieu of obligations, dividend equivalents, and other stock-based awards. The 2023 Plan was adopted principally to serve as a successor plan to the 2020 Stock Award and Incentive Plan (the "2020 Plan"), and to increase the number of shares of Company common stock, $0.01 par value (the "Common Stock") reserved for equity-based awards to 10,617,000 shares of Common Stock (in addition to the share reserve amount that remained available under the 2020 Plan immediately prior to the adoption of the 2023 Plan and other eligible returning shares). No awards may be granted under the 2023 Plan after June 7, 2033. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2023 Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Company's Board of Directors. This summary of the 2023 Plan is qualified in its entirety by reference to the full text of the 2023 Plan, which is filed as Appendix B to the Company's Proxy Statement filed on April 26, 2023 and incorporated herein by reference. ITEM 5.07. Submission of Matters to a Vote of Security Holders.


On June 7, 2023, American Eagle Outfitters, Inc. (the "Company") held its annual
meeting of stockholders (the "Annual Meeting") by means of remote communication.
As of April 14, 2023, the record date for the Annual Meeting, there were a total
of 197,343,131 shares of the Company's Common Stock outstanding and entitled to
vote at the Annual Meeting. At the Annual Meeting, 175,560,473 shares of Common
Stock were represented in person or by proxy and, therefore, a quorum was
present.
1. To elect two Class I directors to serve until the 2026 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 3, 2024;
3. To approve, on an advisory basis, the compensation of our named executive
officers;
4. To approve, on an advisory basis, the frequency of future say on pay votes;
and

5. To approve the Company's 2023 Stock Award and Incentive Plan.

Votes regarding the election of the director nominees were as follows:


         Name               For       Against    Abstain  Broker Non-Votes

Sujatha Chandrasekaran 138,711,054 21,688,616 60,198 15,100,605

Jay L. Schottenstein 149,048,877 11,348,072 62,921 15,100,603

Based on the votes set forth above, the director nominees were duly elected. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable, and Noel J. Spiegel. 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 3, 2024 were as follows:

For Against Abstain Broker Non-Votes

170,754,839 4,698,170 107,464 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 3, 2024 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

151,626,871 8,714,581 118,416 15,100,605

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

Votes regarding the frequency of future say on pay votes were as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Votes 149,923,828 109,295 10,324,706 102,038 15,100,606

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



Votes regarding the approval of the Company's 2023 Stock Award and Incentive
Plan were as follows:
     For       Against    Abstain  Broker Non-Votes
 149,365,037  10,920,481  174,350     15,100,605

Based on the votes set forth above, the Company's 2023 Stock Award and Incentive Plan was approved.

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