On June 21, 2011, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders in Pittsburgh, Pennsylvania (the "Annual Meeting"). As of April 25, 2011, the Company's record date, there were a total of 194,870,958 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 171,564,833 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 I directors to serve until the 2014 annual meeting of stockholders, or until their successors are duly elected and qualified;
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2012;
3. An advisory vote on the compensation of the Company's named executive officers; and
4. An advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers.
Votes regarding the election of the director nominees were as follows:
Name For Against Abstain Broker Non-Votes
Michael G. Jesselson 141,823,521 8,610,507 265,960 20,864,845
Roger S. Markfield 139,357,219 11,081,250 261,519 20,864,845
Jay L. Schottenstein 133,944,542 16,496,494 258,952 20,864,845
Based on the votes set forth above, the director nominees were duly elected.
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 28, 2012 were as follows:
For Against Abstain Broker Non-Votes
169,487,820 1,662,795 414,218 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 28, 2012 was duly ratified.
Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows:
For Against Abstain Broker Non-Votes
115,673,298 34,738,073 280,617 20,872,845
Based on the votes set forth above, the compensation of the Company's named executive officers was approved.
Votes regarding the advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers.
1 Year 2 Years 3 Years Abstain Broker Non-Votes
136,130,985 246,523 14,052,473 262,003 20,872,849
Based on the votes set forth above, the stockholders recommended holding an advisory vote on the compensation of the Company's named executive officers every year.
In accordance with the stockholders' recommendation, the Company has determined that an advisory vote on the compensation of the Company's named executive officers will be conducted every year, until the next stockholder advisor vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers.
