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.
