AEO » Topics » PROXY STATEMENT

This excerpt taken from the AEO DEF 14A filed May 4, 2009.
PROXY STATEMENT


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 16, 2009
PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS JUNE 16, 2009
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
PROPOSAL ONE: ELECTION OF DIRECTORS
INFORMATION CONCERNING THE BOARD OF DIRECTORS
EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE OFFICER COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSAL TWO: APPROVAL OF AMENDMENTS TO THE AMERICAN EAGLE OUTFITTERS, INC. 2005 STOCK AWARD AND INCENTIVE PLAN
PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF THE AUDIT COMMITTEE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
OTHER MATTERS
HOUSEHOLDING
ADDITIONAL INFORMATION


Table of Contents

American Eagle Outfitters, Inc.
77 Hot Metal Street
Pittsburgh, Pennsylvania 15203
412-432-3300
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 2009
 
May 4, 2009
 
To the Stockholders of
American Eagle Outfitters, Inc.:
 
The 2009 Annual Meeting of Stockholders of American Eagle Outfitters, Inc., a Delaware corporation, will be held at the Company’s offices located at 77 Hot Metal Street, Pittsburgh, Pennsylvania, on Tuesday, June 16, 2009, at 11:00 a.m., local time, for the following purposes:
 
  1.   To elect three Class II directors to serve until the 2012 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;
 
  2.   To amend and restate the Company’s 2005 Stock Award and Incentive Plan to increase the number of shares available for issuance under the Plan and to make certain other changes to the Plan;
 
  3.   To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2010; and
 
  4.   To transact such other business as may properly come before the meeting or any adjournment thereof.
 
We have elected to furnish proxy materials and our Fiscal 2008 Annual Report on Form 10-K (“Annual Report”) to many of our stockholders over the Internet pursuant to Securities and Exchange Commission rules. On or about May 4, 2009, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials (“the Notice”) containing instructions on how to access our Proxy Statement and Annual Report and how to vote online. All other stockholders received a copy of the Proxy Statement and Annual Report by mail. The Notice also contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report, if you only received a Notice by mail.
 
Whether or not you plan to attend the meeting, please vote your shares promptly as outlined in the following Proxy Statement. If you attend the meeting, you may vote in person and your proxy will not be used.
 
By Order of the Board of Directors
 
Neil Bulman, Jr.
Secretary


Table of Contents

This excerpt taken from the AEO DEF 14A filed May 9, 2008.
PROXY STATEMENT


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 24, 2008
PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS JUNE 24, 2008
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
PROPOSAL ONE: ELECTION OF DIRECTORS
INFORMATION CONCERNING THE BOARD OF DIRECTORS
EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE OFFICER COMPENSATION
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Post-Employment Compensation
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF THE AUDIT COMMITTEE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
HOUSEHOLDING
ADDITIONAL INFORMATION


Table of Contents

American Eagle Outfitters, Inc.
77 Hot Metal Street
Pittsburgh, Pennsylvania 15203
412-432-3300
 
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 2008
 
 
May 9, 2008
 
To the Stockholders of
American Eagle Outfitters, Inc.:
 
The 2008 Annual Meeting of Stockholders of American Eagle Outfitters, Inc., a Delaware corporation, will be held at the Company’s offices located at 77 Hot Metal Street, Pittsburgh, Pennsylvania, on June 24, 2008, at 11:00 a.m., local time, for the following purposes:
 
  1.   To elect three Class I directors to serve until the 2011 Annual Meeting of Stockholders, or until their successors are duly elected and qualified;
 
  2.   To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2009; and
 
  3.   To transact such other business as may properly come before the meeting or any adjournment thereof.
 
We have elected to furnish proxy materials and our Fiscal 2007 Annual Report on Form 10-K (“Annual Report”) to many of our stockholders over the Internet pursuant to new Securities and Exchange Commission rules, which should allow us to reduce costs associated with the 2008 Annual Meeting of Stockholders. On or about May 9, 2008, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials (“the Notice”) containing instructions on how to access our Proxy Statement and Annual Report and how to vote online. All other stockholders received a copy of the Proxy Statement and Annual Report by mail. The Notice also contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report, if you only received a Notice by mail.
 
Whether or not you plan to attend the meeting, please vote your shares promptly as outlined in the following Proxy Statement. If you attend the meeting, you may vote in person and your proxy will not be used.
 
By Order of the Board of Directors
 
Neil Bulman, Jr.
Secretary


Table of Contents

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