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)
May 29, 2014

AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	1-33338	 	13-2721761	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

77 Hot Metal Street
Pittsburgh, Pennsylvania	 	15203-2329	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (412) 432-3300
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:
 
¨	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 May 29, 2014, American Eagle Outfitters, Inc. (the “Company”) held its annual meeting of stockholders in New York, New York (the “Annual Meeting”). As of April 4, 2014, the Company’s record date, there were a total of 194,397,536 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 174,446,985 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 2017 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;
2. An advisory vote on the compensation of the Company’s named executive officers;
3. Approval of the Company’s 2014 Stock Award and Incentive Plan; and
4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015.
Votes regarding the election of the director nominees were as follows:

Name	  	For	 	  	Against	 	  	Abstain	 	  	Broker Non-Votes	 	
Michael G. Jesselson	  	 	131,869,501	  	  	 	11,049,765	  	  	 	1,076,276	  	  	 	30,451,443	  	
Roger S. Markfield	  	 	132,561,111	  	  	 	10,370,097	  	  	 	1,064,331	  	  	 	30,451,446	  	
Jay L. Schottenstein	  	 	132,947,042	  	  	 	9,997,151	  	  	 	1,051,348	  	  	 	30,451,444	  	
Based on the votes set forth above, the director nominees were duly elected. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable and Noel J. Spiegel. The following persons continue to serve as Class III directors: Thomas R. Ketteler and Cary D. McMillan.
Votes regarding the advisory vote on the compensation of the Company’s named executive officers were as follows:

For	  	Against	 	  	Abstain	 	  	Broker Non-Votes	 	
134,986,942	  	 	8,531,799	  	  	 	476,799	  	  	 	30,451,445	  	
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved.
Votes regarding the approval of the Company’s 2014 Stock Award and Incentive Plan were as follows:

For	  	Against	 	  	Abstain	 	  	Broker Non-Votes	 	
130,243,879	  	 	12,067,099	  	  	 	1,684,562	  	  	 	30,451,445	  	
Based on the votes set forth above, the approval of the Company’s 2014 Stock Award and Incentive Plan was approved.
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 31, 2015 were as follows:

For	  	Against	 	  	Abstain	 	  	Broker Non-Votes	 	
170,445,196	  	 	3,426,484	  	  	 	575,305	  	  	 	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 31, 2015 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.
ITEM 9.01. Financial Statements and Exhibits
(c) 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 3, 2014	 		 	By:	 	/s/ Charles P. Sandel	
	 		 		 	Charles P. Sandel
Senior Vice President, General Counsel	

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.	

Exhibit 99.1
AMERICAN EAGLE OUTFITTERS, INC.
Script for Twenty-First Annual Meeting of Stockholders
May 29, 2014
Jay Schottenstein : Good morning ladies and gentlemen. My name is Jay Schottenstein. I am Executive Chairman and Interim Chief Executive Officer of American Eagle Outfitters. On behalf of Management, welcome to our Twenty-First Annual Meeting of Stockholders.
I would now like to introduce the other directors of the Company who are here today:
 
 	•	 	Michael Jesselson	
 
 	•	 	Thomas Ketteler	
 
 	•	 	Roger Markfield	
 
 	•	 	Cary McMillan	
 
 	•	 	Janice Page	
 
 	•	 	David Sable	
 
 	•	 	Noel Spiegel	
Members of Management who are here today include:
 
 	•	 	Mary Boland, Executive Vice President, Chief Financial and Administrative Officer	
 
 	•	 	Simon Nankervis, Executive Vice President, Americas & Global Country Licensing	
 
 	•	 	Michael Rempell, Executive Vice President and Chief Operations Officer	
 
 	•	 	Ron Sykes, Interim Chief Human Resources Officer	
 
 	•	 	Charles Sandel, Senior Vice President, General Counsel	
 
 	•	 	Judy Meehan, Vice President of Investor Relations and	
 
 	•	 	Jennifer Stoecklein, Corporate Secretary	
 
Page 1

Before we get started, please keep in mind that any forward looking statements we may make today are subject to our Safe Harbor Statement and business risks, which can be found in our most recent 10-K and 10-Q.
Last week we announced our first quarter results and reviewed the progress we’ve made on our initiatives. Today I’m going to briefly outline these points.
Immediate Priorities Slide
First, it starts with great merchandise and an outstanding customer experience. Roger and team have been working to reinvigorate our merchandise assortments across our brands. I’m confident they will deliver improvements to merchandise, with greater alignment and support from marketing.
Next, we are continuing to develop omni-channel capabilities to improve every touch point with our customers. We recognize the vast shift in industry dynamics and the need for transformation to remain competitive and win in the future. We have a number of projects underway, including building a better digital experience for online and mobile shoppers.
Our buy on line ship from store program is ramping up and we are gaining incremental sales that would have otherwise been lost due to stock outs, and more efficient use of inventories.
Third, we are cutting expense across the organization, specifically, corporate overhead, professional services and travel, and we are utilizing a more robust non-merchandise procurement process. Our efforts are to ensure we are investing in the right areas for the future, including omni-channel projects, critical customer facing activities and global expansion.
Next, improving the profitability of our store fleet is a focus, through closures, lease negotiations and fleet repositioning. The combination of store closures and short term leases give us greater flexibility to react to changing consumer shopping trends. In addition, the field team is driving more productive use of store payroll and reducing non-customer facing activities, while keeping our focus on delivering a great customer experience.
 
Page 2

Lastly, as part of our overall business assessment, we are re-pacing and adapting our near-term international growth plans. We are ramping up our international approach toward licensed stores, where we see strong profitability and low investment requirements. There is a tremendous global appetite for our brands, and as we expand into new markets we see significant opportunity in our digital channels.
Before I turn it over to Mary, I would like to underscore my confidence in the team and our ability to drive better performance. Our company is strong, our brands are extremely well-positioned, and AE will stay true to its heritage as a democratic, American lifestyle brand.
We expect to see the early results of our plan begin to gain traction later in the year and set us up for a strong performance in 2015.
With that I’ll turn it over to Mary.
Fiscal 2013 Summary Slide
Mary Boland : Thanks Jay. 2013 was a challenging year, reflecting weak demand and increased promotional pressure. The product wasn’t right for our customers and we didn’t deliver the customer experience we are fully capable of.
Let me briefly walk you through our 2013 financial results.
 
 	•	 	Total annual revenue decreased 5% to $3.3 billion.	
 
 	•	 	Consolidated comps decreased 6% for the year, compared to a 9% increase last year. Weak traffic, lower transactions and transaction value drove the decline in store comps.	
 
 	•	 	The gross margin of 34.6% was pressured by increased markdowns and the deleverage of rent.	
 
 	•	 	Operating income decreased 47% to $234 million, and 550 basis points to 7.1% as a rate to revenue.	
 
 	•	 	Adjusted EPS of $0.74 decreased 47%.	
 
Page 3

First Quarter Recap Slide
The first quarter of 2014 was challenging, as demand remained weak and we experienced continued margin pressure as we cleared through excess inventory. Last week, we reported first quarter EPS of $0.02 on a comparable sales decline of 10%. We ended the quarter with $328 million in cash and no debt. As we continue to clear through excess units and bring inventory in line with recent sales trends, we expect to enter the back half in a better position.
Financial Opportunities Slide
As Jay mentioned our recovery plan is well underway. We have significant opportunity for earnings growth, beginning in the second half of this year and continuing forward.
 
 	•	 	Starting with the top line, we are striving for comp stabilization, and are opening highly productive factory and international stores, while we ramp up our licensed store growth.	
 
 	•	 	Based on the continuation of negative sales trends, we’ve pulled back sales and inventory plans for the upcoming quarters. We are targeting lower markdowns and less reliance on broad-sweeping promotional activity.	
 
 	•	 	Given the changing industry dynamics and increased pressure in our stores, we’ve gone through a thorough fleet review to determine where we can close stores and successfully migrate sales to other channels or nearby locations. We’ve identified roughly 150 stores to close in North America over the next 3 years,	
 
 	•	 	We also have an additional 300 stores with leases expiring in the next 3 years. So in total, we have flexibility on more than 400 stores, nearly half of our North American fleet. We have also been working hard to negotiate rent reduction and lease flexibility and will continue this work.	
 
 	•	 	We are highly focused on our expense reduction, including corporate overhead, travel, professional services and store expense. The actions we are taking to reduce our expense base are helping to fund our strategic investments. We have dramatically reduced SG&A dollars from our previous budget. Our current view for the year has SG&A up in the low single digits, yet we continue to work to identify more opportunities for savings.	
I would like to reiterate that implementing our plan to improve profitability is our top priority.
Thanks and now we can take your questions.
 
Page 4

[Management responded to questions raised by meeting attendees.]
Charlie Sandel : Continuing with today’s business, at the direction of the Board of Directors, Notice of this meeting, a Proxy Statement and Proxy Card, or Internet Notice was sent on or about April 17, 2014 to all stockholders of record. Copies of the Proxy Statement and our Annual Report on Form 10-K are available at the door.
I would like to ask Jennifer Stoecklein to serve as Inspector of Election for this meeting.
Any stockholder present who desires to vote in person rather than by proxy should now raise your hand so the Inspector can furnish you a ballot to complete.
Will the Inspector determine and report whether a quorum is present.
Jennifer Stoecklein : We have a quorum. There are represented at this meeting in person or by proxy more than 50% of all shares entitled to vote at the meeting. The unofficial total of shares represented is 174,446,985 which is approximately 90% of all shares entitled to vote.
ELECTION OF DIRECTORS
Charlie Sandel : As stated in the Notice, the first item of business at this meeting is the election of directors. Our Board is divided into three classes. Three Class I directors will be elected today to serve until the 2017 annual meetings of stockholders. The nominees are:
 
 	•	 	Jay Schottenstein, Executive Chairman and Interim Chief Executive Officer,	
 
 	•	 	Michael Jesselson, President of Jesselson Capital and	
 
 	•	 	Roger Markfield, Vice Chairman and Executive Creative Director of the Company	
Mary, will you present the resolution?
 
Page 5

Mary Boland : RESOLVED, that the following individuals, namely Jay Schottenstein, Michael Jesselson and Roger Markfield be elected as Class I Directors to serve until the 2017 Annual Meeting of Stockholders or until their successors are elected.
Jennifer Stoecklein : I second the motion.
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Charlie Sandel : The second item of business for this meeting is the proposal to hold an advisory vote on the compensation of our named executive officers. Mary, will you present the proposal?
Mary Boland : RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, as set forth in the Proxy Statement for the Annual Meeting.
Jennifer Stoecklein : I second the motion.
2014 STOCK AWARD AND INCENTIVE PLAN
Charlie Sandel : The third item of business for this meeting is the proposal to approve the American Eagle Outfitters, Inc. 2014 Stock Award and Incentive Plan. Mary, will you present the proposal?
Mary Boland : RESOLVED, that the stockholders approve the American Eagle Outfitters, Inc. 2014 Stock Award and Incentive Plan.
Jennifer Stoecklein : I second the motion.
 
Page 6

AUDITOR RATIFICATION
Charlie Sandel : The fourth item of business for this meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2015 as described in our Proxy Statement. Mary, will you present the proposal?
Mary Boland : RESOLVED, that the stockholders ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2015.
Jennifer Stoecklein : I second the motion.
INTRODUCE ERNST & YOUNG
Charlie Sandel : Before I announce the results, I would like to introduce Carmine Romano, a partner at Ernst & Young, our independent auditors. Carmine, you have the opportunity to make a statement. Carmine is also available to answer any questions on our financial statements.
Carmine Romano: I have no comments to make at this time.
Charlie Sandel : Will the Inspector of Election please collect any ballots. All results announced today are subject to verification and will be recorded in the minutes of this meeting to reflect the final count.
I am pleased to announce that each of the candidates for Director has been elected.
The advisory vote on the compensation of our named executive officers has been approved.
The proposal to approve the 2014 Stock Award and Incentive Plan has been approved.
The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm has been approved.
 
Page 7

Jay Schottenstein : Since there is no further business, I will now entertain a motion to adjourn.
Mary Boland : Mr. Chairman, I move that the meeting be adjourned.
Charlie Sandel : I second the motion.
Jay Schottenstein : Hearing no objection, this meeting is adjourned. Once again, thank you for attending. We appreciate your support.
 
Page 8