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This excerpt taken from the AEO DEF 14A filed May 4, 2009. What
constitutes a quorum?
A quorum of stockholders is necessary to transact business at
the Annual Meeting. A quorum will be present if a majority of
the outstanding shares of the Company’s common stock, as of
the close of business on the record date, are represented by
stockholders present at the meeting or by proxy. At the close of
business on the record date, there were 206,530,578 shares
of Common Stock outstanding and entitled to vote. Therefore,
103,265,290 shares will be required to be represented by
stockholders present at the meeting or by proxy in order to
establish a quorum.
Abstentions and broker non-votes will be counted towards the
quorum. Broker non-votes occur when brokers, who hold their
customers’ shares in street name, sign and submit proxies
for such shares and vote such shares on some matters but not
others. This would occur when brokers have not received any
instructions from their customers, in which case the brokers, as
the holders of record, are permitted to vote on
“routine” matters, which include the election of
directors and the ratification of the appointment of an
independent registered public accounting firm, but not on
non-routine matters.
This excerpt taken from the AEO DEF 14A filed May 9, 2008. What
constitutes a quorum?
A quorum of stockholders is necessary to transact business at
the Annual Meeting. A quorum will be present if a majority of
the outstanding shares of the Company’s common stock, as of
the close of business on the record date, are represented by
stockholders present at the meeting or by proxy. At the close of
business on the record date, there were 205,797,609 shares
of Common Stock outstanding and entitled to vote. Therefore,
102,898,805 shares will be required to be represented by
stockholders present at the meeting or by proxy in order to
establish a quorum.
Abstentions and broker non-votes will be counted towards the
quorum. Broker non-votes occur when brokers, who hold their
customers’ shares in street name, sign and submit proxies
for such shares and vote such shares on some matters but not
others. This would occur when brokers have not received any
instructions from their customers, in which case the brokers, as
the holders of record, are permitted to vote on
“routine” matters, which include the election of
directors and the ratification of the appointment of an
independent registered public accounting firm, but not on
non-routine matters.
This excerpt taken from the AEO DEF 14A filed May 1, 2007. What constitutes a quorum? A quorum of stockholders is necessary to transact business at the Annual Meeting. A quorum will be present if a majority of the outstanding shares of the Company’s common stock, as of the close of business on the record date, are represented by stockholders present at the meeting or by proxy. At the close of business on the record date, there were 220,315,491 shares of Common Stock outstanding and entitled to vote. Therefore, 110,157,746 shares will be required to be represented by stockholders present at the meeting or by proxy in order to establish a quorum. Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers, who hold their customers’ shares in street name, sign and submit proxies for such shares and vote such shares on some matters but not others. This would occur when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on “routine” matters, which include the election of directors and the ratification of the appointment of an independent registered public accounting firm, but not on non-routine matters, which includes amendment of the Company’s Certificate of Incorporation to increase the number of shares of authorized common stock. This excerpt taken from the AEO DEF 14A filed May 1, 2006. What constitutes a quorum? A quorum of stockholders is necessary to transact business at the Annual Meeting. A quorum will be present if a majority of the outstanding shares of the Company’s common stock, as of the close of business on the record date, are represented by stockholders present at the meeting or by proxy. At the close of business on the record date, there were 149,757,023 shares of Common Stock outstanding and entitled to vote. Therefore, 74,878,512 shares will be required to be represented by stockholders present at the meeting or by proxy in order to establish a quorum. Abstentions and broker non-votes will be counted towards the quorum. Broker non-votes occur when brokers, who hold their customers’ shares in street name, sign and submit proxies for such shares and vote such shares on some matters but not others. This would occur when brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to vote on “routine” matters, which include the election of directors and the ratification of the appointment of an independent registered public accounting firm, but not on non-routine matters. | EXCERPTS ON THIS PAGE:
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