American Eagle Outfitters Inc

1. 1

   Election of Class I Director

   ManagementBoard: FOR

   Election of Jay L. Schottenstein as a Class I director to serve until the 2029 Annual Meeting.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2026.

3. 3

   Non-binding Advisory Vote to Approve Fiscal 2025 Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the Fiscal 2025 compensation of the Company’s named executive officers, as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote to approve the Fiscal 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks this endorsement to confirm stockholder support for the Company’s compensation philosophy, which emphasizes performance, competitiveness, affordability, and transparency, and which ties a large portion of pay to at-risk incentives (annual EBIT-based bonuses, PSUs measured by relative TSR, stock options, and RSUs). The Compensation Committee argues that the program aligns executives with stockholder interests by linking pay to both short-term operational metrics (EBIT) and long-term relative TSR, and the Company highlights strong prior say-on-pay support and ongoing stockholder engagement to justify continuity. The advisory vote is non-binding, but management states it will consider stockholder feedback and may adjust programs if significant opposition arises. The proposal is contextualized by Fiscal 2025 results: a challenging first half followed by a recovery and a 35% payout on EBIT-based bonuses and a 129% payout on 2023 PSUs based on RTSR. Governance features highlighted by management include stock ownership guidelines, clawback policy, prohibitions on hedging/pledging, double-trigger CIC protections, and independent oversight by an all-independent Compensation Committee. The Board recommends a FOR vote, viewing the program as creating the appropriate balance of incentives and retention that drive long-term stockholder value. The vote is routine in that it is advisory, but it signals whether stockholders endorse the Board’s pay decisions and program design.

4. 4

   Approval of an Amendment and Restatement of the 2023 Stock Award and Incentive Plan (A&R Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the Company’s 2023 Stock Award and Incentive Plan to (i) increase the number of authorized shares by 9,680,000, (ii) extend the plan term from 2033 to 2036, and (iii) increase the annual non-employee director award/cash fee limit from $750,000 to $1,000,000, along with other clarifying changes.

   More detail

   This management proposal requests shareholder approval to amend and restate the 2023 Stock Award and Incentive Plan primarily to increase the available share reserve by 9.68 million shares, extend the plan term by three years, and raise the annual combined cash-and-equity cap for non-employee director compensation to $1,000,000. Management is seeking shareholder authorization because equity awards require shareholder approval and the Board projects current reserves are insufficient to support anticipated grants (the Company estimates the request will provide approximately three years of capacity under current practices). The Board frames the plan as essential to attract, retain, and motivate employees and directors, and stresses multiple stockholder-aligned features embedded in the A&R Plan: administration by an independent Compensation Committee, no discounted options or SARs, minimum vesting requirements, limits on liberal recycling, restrictions on dividends prior to vesting, no evergreen provision, no automatic single‑trigger CIC acceleration, explicit clawback provisions, and no tax gross-ups. The company discloses dilution metrics (fully-diluted overhang would be 13.9% after the increase) and historical burn rates (three-year average ~1.68%), indicating the Board considered dilution vs. retention trade-offs. The proposal should be evaluated in context of management’s compensation philosophy (heavy use of at-risk equity tied to RTSR and performance) and recent equity usage (notably larger grant activity in recent fiscal years), as well as governance features that mitigate shareholder concerns about repricing, excessive dilution, and misaligned incentives. The Board recommends a FOR vote, arguing that the requested share pool and plan adjustments are balanced by robust governance protections and necessary to sustain the Company’s long-term incentive program.

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When is the American Eagle Outfitters Inc 2026 annual meeting?

American Eagle Outfitters Inc (AEO) holds its 2026 annual shareholder meeting on Friday, June 26, 2026.

What is the record date for the American Eagle Outfitters Inc 2026 meeting?

The record date for the American Eagle Outfitters Inc 2026 meeting is Friday, May 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for American Eagle Outfitters Inc's 2026 meeting?

The board is presenting 6 director nominees at the American Eagle Outfitters Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the American Eagle Outfitters Inc 2026 meeting?

Shareholders will vote on 4 proposals at the American Eagle Outfitters Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.