ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On June 3, 2021, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") by means of remote communication. As of April 7, 2021, the record date for the Annual Meeting, there were a total of 167,214,693 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 155,793,493 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 2024 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 January 29, 2022; 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    141,835,517   6,644,062   36,822       7,277,092
David M. Sable    147,044,484   1,430,647   41,272       7,277,090
Noel J. Spiegel   146,854,775   1,619,958   41,671       7,277,089

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, Sujatha Chandrasekaran, and Steven A. Davis. The following persons continue to serve as Class III directors: Deborah A. Henretta, Thomas R. Ketteler, 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 January 29, 2022 were as follows:





    For        Against    Abstain   Broker Non-Votes
152,759,969   2,601,033   432,491          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 January 29, 2022 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
83,079,465   65,356,618   80,316       7,277,094

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

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