{"url_path":"/sec/aeo/8-k/2026-06-29/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","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":448,"has_tables":true,"body_markdown":"Item 5.07.\n\nSubmission of Matters to a Vote of Security Holders.\n\nAs of May 1, 2026, the record date for the Annual Meeting, there were a total of 167,524,666 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 151,865,455 shares of Common Stock were represented in person by virtual participation or by proxy, and, therefore, a quorum was present.\n\nThe stockholders of the Company voted on the following proposals at the Annual Meeting:\n\n \n\n \n1.\n\nTo elect Jay L. Schottenstein as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders (“Proposal 1”);\n\n \n\n \n2.\n\nTo ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 (“Proposal 2”);\n\n \n\n \n3.\n\nTo approve, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers (“Proposal 3”); and\n\n \n\n \n4.\n\nTo approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder (“Proposal 4”).\n\nProposal 1: Votes regarding the election of Jay L. Schottenstein as a Class I director were as follows:\n\n \n\nName\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\nJay L. Schottenstein\n \n121,484,517\n \n18,267,830\n \n41,285\n \n12,071,823\n\nBased on the votes set forth above, Jay L. Schottenstein was duly elected to serve as a Class I director until the Company’s 2029 Annual Meeting of Stockholders. 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.\n\nProposal 2: Votes regarding the ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n143,082,504\n \n8,647,896\n \n135,055\n \n—\n\nBased on the votes set forth above, the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was duly ratified.\n\nProposal 3: Votes regarding the approval, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers were as follows:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n135,053,347\n \n4,601,755\n \n138,530\n \n12,071,823\n\nBased on the votes set forth above, the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis.\n\nProposal 4: Votes regarding the approval of an amendment and restatement of the 2023 Plan were as follows:\n\n \n\nFor\n\n \n\nAgainst\n\n \n\nAbstain\n\n \n\nBroker Non-Votes\n\n134,900,287\n \n4,853,755\n \n39,588\n \n12,071,825\n\nBased on the votes set forth above, the amendment and restatement of the 2023 Plan was approved."}