{"url_path":"/sec/aeo/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/919012/0001193125-26-288667-index.html","accession_number":"0001193125-26-288667","cik":"0000919012","ticker":"AEO","issuer_name":"AMERICAN EAGLE OUTFITTERS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/919012/0001193125-26-288667-index.html","primary_entity_key":"0000919012","primary_entity_name":"AMERICAN EAGLE OUTFITTERS INC"},"word_count":244,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAt the Annual Meeting of Stockholders of American Eagle Outfitters, Inc. (the “Company”) held on June 26, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (the “2023 Plan” and, as amended and restated as of the Annual Meeting, the “A&R Plan”) to, among other things: (i) increase the number of shares available for issuance under the 2023 Plan by 9,680,000 shares; (ii) extend the term of the 2023 Plan from 2033 to 2036; and (iii) increase the limit on awards to non-employee directors from $750,000 to $1,000,000. The A&R Plan also makes certain clarifying and other changes to the terms of the 2023 Plan.\n\nA more complete description of the terms of the A&R Plan can be found in “[Proposal Four: Approval of an Amendment and Restatement of the 2023 Stock Award and Incentive Plan](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/919012/000119312526227158/d70088ddef14a.htm#txa70088_46)” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the 2026 Proxy Statement are qualified in their entireties by reference to the full text of the A&R Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference."}