American Eagle Outfitters, Inc. Form 8-K

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 9, 2010

 

AMERICAN EAGLE OUTFITTERS, INC.  

(Exact name of registrant as specified in its charter)

 

 

Delaware

  

1-33338

  

13-2721761

(State of incorporation)

 
(Commission File Number)

 
(IRS Employer Identification No.)

 

     

77 Hot Metal Street
Pittsburgh, Pennsylvania

 
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):

 

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]

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.
On June 9, 2010, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders in Pittsburgh, Pennsylvania (the "Annual Meeting").  As of April 12, 2010, the Company's record date, there were a total of 209,345,050 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, 187,542,272 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 2013 annual meeting of stockholders, or until their successors are duly elected and qualified; and

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 29, 2011.

Votes regarding the election of the director nominees were as follows:

Name                                          For                          Against                     Abstain/Withhold                    Broker Non-Votes         

Alan T. Kane                            145,712,994            26,011,290                 910,949                                        14,907,039
Cary D. McMillan                    145,521,698            26,200,072                 913,463                                        14,907,039
James V. O'Donnell                  165,790,793              6,464,589                 379,851                                        14,907,039

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, J. Thomas Presby and Gerald E. Wedren.

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 29, 2011 were as follows:

                                                   For                          Against                     Abstain/Withhold                    Broker Non-Votes 

Ernst & Young LLP                186,728,232             430,913                      383,127                                       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 29, 2011 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.  Additionally, a copy of management's slide presentation is available on the Company's website under the links "About AEO Inc., AE Investment Info, Presentations."  An audio replay of the Annual Meeting will also be available on the Company's website under the links "About AEO Inc., AE Investment Info, Audio Archives" until July 9, 2010.
 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 14, 2010   By:  

/s/ Neil Bulman, Jr.

        Neil 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.