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
OnJune 7, 2023 ,American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") by means of remote communication. As ofApril 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 ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingFebruary 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
Based on the votes set forth above, the director nominees were duly elected. The
following persons continue to serve as Class II directors:
Votes regarding the ratification of the appointment of
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
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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