UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
June 21, 2011
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
|
1-33338 |
13-2721761 | |||
|
(State of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer Identification
No.) |
|
77 Hot Metal Street |
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15203-2329 |
|
(Address of principal executive
offices) |
|
(Zip
Code) |
(412) 432-3300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07. Submission of Matters to a Vote of Security Holders. | ||
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On June 21, 2011, American Eagle Outfitters, Inc. (the "Company") held
its annual meeting of stockholders in Pittsburgh, Pennsylvania (the
"Annual Meeting"). As of April 25, 2011, the Company's record
date, there were a total of 194,870,958 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. At the
Annual Meeting, 171,564,833 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. Election of three Class I directors to serve until the 2014 annual meeting of stockholders, or until their successors are duly elected and qualified; 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2012; 3. An advisory vote on the compensation of the Company's named executive officers; and 4. An advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers. Votes regarding the election of the director nominees were as follows: Name For Against Abstain Broker Non-Votes Michael G. Jesselson
141,823,521
8,610,507
265,960
20,864,845 Based on the votes set forth above, the director nominees were duly elected. 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 28, 2012 were as follows: For Against Abstain Broker Non-Votes 169,487,820 1,662,795 414,218 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 28, 2012 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 115,673,298 34,738,073 280,617 20,872,845 Based on the votes set forth above, the compensation of the Company's named executive officers was approved. Votes regarding the advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers. 1 Year 2 Years 3 Years Abstain Broker Non-Votes 136,130,985 246,523 14,052,473 262,003 20,872,849 Based on the votes set forth above, the stockholders recommended holding an advisory vote on the compensation of the Company's named executive officers every year. In accordance with the stockholders' recommendation, the Company has
determined that an advisory vote on the compensation of the Company's
named executive officers will be conducted every year, until the next
stockholder advisor vote on the frequency of future stockholder advisory
votes on the compensation of the Company's named executive officers. |
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| ITEM 7.01. Regulation FD Disclosure | ||
|
A copy of management's prepared remarks for the Annual Meeting is attached hereto as Exhibit 99.1. |
||
| ITEM 9.01. Financial Statements and Exhibits | ||
| (d) Exhibits | ||
| Exhibit No. | Description | |
| 99.1* | Management's prepared remarks for the Company's Annual Meeting of Stockholders | |
| * Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN EAGLE OUTFITTERS, INC. | ||||
| (Registrant) | ||||
| Date: June 23, 2011 | By: |
/s/ Cornelius Bulman, Jr. | ||
| Cornelius Bulman, Jr. | ||||
|
Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
Exhibit Number |
Description | |
| 99.1* | Management's prepared remarks for the Company's Annual Meeting of Stockholders | |
| * Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K. | ||