American Eagle Outfitters (AEO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 26, 2026, to be held virtually, with voting available online or during the meeting for registered shareholders.

• Proxy materials, including the Proxy Statement and Annual Report, are accessible online, with options to request paper or email copies.

• Board recommends voting in favor of all proposals presented, including director election, auditor ratification, executive compensation, and stock plan amendment.

Voting matters and shareholder proposals

• Election of Jay L. Schottenstein as director nominee.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.

• Advisory vote on executive compensation for fiscal 2025 (Say-on-Pay).

• Amendment and restatement of the 2023 Stock Award and Incentive Plan to increase authorized shares.

• Proposals to amend the Certificate of Incorporation (2a–2d) are listed but not being submitted for approval at this meeting.

Board of directors and corporate governance

• Board recommends a vote for the director nominee and all other proposals.

• Virtual meeting registration and voting procedures outlined for shareholder participation.