---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-027272"
form_type: "8-K"
ticker: "AEO"
cik: "0000919012"
company_name: "AMERICAN EAGLE OUTFITTERS INC"
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:32:38.091816+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# American Eagle stockholders approve new equity plan, elect two Class I directors

## Summary
- 2023 Stock Award and Incentive Plan approved; adds 10,617,000 shares to reserve as successor to 2020 Plan.
- Sujatha Chandrasekaran and Jay L. Schottenstein elected Class I directors (138.7M and 149.0M votes for).
- Ernst & Young ratified as auditor for FY ending Feb 3, 2024 (170.8M votes for).
- Advisory vote on executive compensation approved; stockholders recommend say-on-pay every year.

## SEC filing metadata
- accession: 0000950170-23-027272
- form_type: 8-K
- ticker: AEO
- cik: 0000919012
- company_name: AMERICAN EAGLE OUTFITTERS INC
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/aeo-20230607.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-027272
- JSON: https://secwatch.observer/filing/0000950170-23-027272.json
- Plain text: https://secwatch.observer/filing/0000950170-23-027272.txt

## Key facts
- Shareholder Votes
  AMERICAN EAGLE OUTFITTERS INC shareholders approved To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024 at the 2023-06-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: 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 3, 2024 were as follows: For Against Abstain Broker Non-Votes 170,754,839 4,698,170 107,464 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm
- Shareholder Votes
  AMERICAN EAGLE OUTFITTERS INC shareholders approved To elect two Class I directors to serve until the 2026 Annual Meeting of Stockholders at the 2023-06-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Votes regarding the election of the director nominees were as follows: Name For Against Abstain Broker Non-Votes Sujatha Chandrasekaran 138,711,054 21,688,616 60,198 15,100,605 Jay L. Schottenstein 149,048,877 11,348,072 62,921 15,100,603
  evidence_url: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm
- Shareholder Votes
  AMERICAN EAGLE OUTFITTERS INC shareholders approved To approve the Company’s 2023 Stock Award and Incentive Plan at the 2023-06-07 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Votes regarding the approval of the Company’s 2023 Stock Award and Incentive Plan were as follows: For Against Abstain Broker Non-Votes 149,365,037 10,920,481 174,350 15,100,605
  evidence_url: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm
- Shareholder Votes
  AMERICAN EAGLE OUTFITTERS INC shareholders approved To approve, on an advisory basis, the frequency of future say on pay votes at the 2023-06-07 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Votes regarding the frequency of future say on pay votes were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 149,923,828 109,295 10,324,706 102,038 15,100,606
  evidence_url: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm
- Shareholder Votes
  AMERICAN EAGLE OUTFITTERS INC shareholders approved To approve, on an advisory basis, the compensation of our named executive officers at the 2023-06-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: Votes regarding the advisory vote on the compensation of the Company’s named executive officers were as follows: For Against Abstain Broker Non-Votes 151,626,871 8,714,581 118,416 15,100,605
  evidence_url: https://www.sec.gov/Archives/edgar/data/919012/000095017023027272/0000950170-23-027272-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.