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AEO > SEC Filings for AEO > Form 8-K on 31-May-2013All Recent SEC Filings

Show all filings for AMERICAN EAGLE OUTFITTERS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN EAGLE OUTFITTERS INC


31-May-2013

Submission of Matters to a Vote of Security Holders, Regulation FD


ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On May 30, 2013, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders in New York, New York (the "Annual Meeting"). As of April 5, 2013, the Company's record date, there were a total of 192,544,595 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 176,646,265 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 III directors to serve until the 2016 annual meeting of stockholders, or until their successors are duly elected and qualified and the election of one Class II director to serve until the 2015 annual meeting of stockholders or until his successor is duly elected and qualified;
2. An advisory vote on the compensation of the Company's named executive officers; and
3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2014. Votes regarding the election of the director nominees were as follows:
Name                               For                Against            Abstain           Broker Non-Votes
Robert L. Hanson (Class III)          149,773,625          2,885,742          120,018               23,866,880
Thomas R. Ketteler (Class III)       151,012,602         1,644,285          122,497              23,866,881
Cary D. McMillan (Class III)        148,812,825         3,843,820           122,739              23,866,881
David M. Sable (Class II)            151,054,174           1,606,015          119,193              23,866,883

Based on the votes set forth above, the director nominees were duly elected. The following persons continue to serve as Class I directors: Michael G. Jesselson, Roger S. Markfield and Jay L. Schottenstein. The following persons continue to serve as Class II directors: Janice E. Page and Noel J. Spiegel.
Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows:
For Against Abstain Broker Non-Votes
148,591,775 3,998,727 188,883 23,866,880
Based on the votes set forth above, the compensation of the Company's named executive officers was approved. 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 February 1, 2014 were as follows:
For Against Abstain Broker Non-Votes
175,363,128 1,110,053 173,084 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 February 1, 2014 was duly ratified.



ITEM 7.01. Regulation FD Disclosure
The information in this Item 7.01 of Form 8-K, including the accompanying exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
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
(c) 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.


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