AMERICAN EAGLE OUTFITTERS INC
For the period ended Jun 25, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 25, 2025 · Filed May 15, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
AEO INC. PROXY REPORT 2025
American Eagle is a youth culture brand grounded in denim. Our purpose extends beyond making the best jeans–we embrace self ex pression, culture, optimism and connection. All are welcome at AE. We empower our community to be who they want to be, so everyone can get out there and Live Your Life. Aerie offers the comfiest intimates, apparel, swim and accessories made to wear in and out. Aerie Real stands for inclusivity and real representation. We celebrate our community by advocating for power, positivity and no retouching. Always & forever REAL™
Dear Fellow Stockholders: Fiscal 2024 was a positive year for AEO, fueled by our strong brand portfolio and the strength and determination of our amazing associates. Revenue hit an all-time high, and we achieved meaningful profit expansion. In March 2024, we introduced our three-year growth strategy, “Powering Profitable Growth,” which aims to focus the organization on three key priorities: • Amplify our Brands; • Execute with Financial Discipline; and • Optimize our Operations
We achieved excellent results in the first year of the three-year plan. Revenue hit $5.3 billion and adjusted operating income(1) increased 19% year over year, marking one of the strongest fiscal years in our history. This contributed to significant operating margin expansion, in line with our long-term vision for driving structural improvements across the business.
Within our Amplify pillar, both American Eagle and Aerie continued to resonate strongly with customers. Across brands, we expanded our customer base and delivered positive comparable sales growth. We also continued to Optimize our Operations, making strategic investments in our store fleet and digital platform. This work contributed to positive growth in both channels in Fiscal 2024. Sharp expense controls and greater efficiencies led to higher profit flow as we remain focused on executing consistently with financial discipline.
As I look back on Fiscal 2024, I am particularly proud of the following achievements:
| • | Revenue of $5.3 billion rose 1%, marking a new record. Comparable sales increased 4%, with broad-based strength across brands and channels. |
|---|
| • | Operating income of $427 million and adjusted operating income(1) of $445 million increased 19%, which was our second highest adjusted operating income result since Fiscal 2012. Operating margin was 8.0%, and adjusted operating margin(1) increased 120 basis points to 8.3%. |
|---|
| • | Aerie achieved record revenue on comparable sales growth of 5%. Soft apparel and our activewear collection OFFLINE were key highlights, marked by a very successful extension into sleepwear and continued strength in activewear, where our powerful platform combined with our winning price, quality and value equation continues to differentiate us in the market. In leggings, OFFLINE by Aerie is now the #2 ranked specialty brand in our core customer demographic. |
|---|
| • | American Eagle drove comparable sales growth of 3%, closing the fiscal year with its sixth consecutive quarter of expansion. We maintained our #1 ranking in denim with our core customer base. Women’s was a standout, reflecting strong traction with new dressing occasions. Additionally, men’s saw sequential improvement, and we were pleased to see new concepts like 24/7 activewear resonate. |
|---|
| • | Strong operating cash flow of $477 million enabled us to invest in our brands and return over $280 million in cash to stockholders. This included $96 million in dividends and $191 million in share repurchases, reflecting 9.5 million shares. Additionally, in March 2025, our Board of Directors authorized an additional 50 million shares for repurchase and we announced a $200 million accelerated share repurchase program. |
|---|
As we look to the future, we remain excited about our long-term opportunity to grow our incredible portfolio of brands. I believe that our team’s determination, focus and creativity will continue to drive us forward.
| 2025 Proxy Statement | | | 1 |
|---|
On behalf of our Board of Directors and our entire team, thank you for your continued support and investment in American Eagle Outfitters.
Jay L. Schottenstein
Executive Chairman of the Board and Chief Executive Officer
| (1) | Adjusted operating income and adjusted operating margin are financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), which are commonly referred to as non-GAAP or adjusted measures. See Appendix A of this Proxy Statement for additional detail on and reconciliation of adjusted results and other important information regarding the use of non-GAAP or adjusted measures. |
| 2 | | |
Notice of Annual Meeting of Stockholders of American Eagle Outfitters, Inc.
| Meeting Time and Date: 11:00 a.m., Eastern Daylight Time on Wednesday, June 25, 2025 Virtual Meeting Location: American Eagle Outfitters, Inc. (“AEO,” the “Company,” “us,” “we,” and “our”) will host a virtual-only meeting of stockholders in 2025 (the “2025 Annual Meeting”), conducted exclusively via live audiocast. There will not be a physical location for the 2025 Annual Meeting, and you will not be able to attend the meeting in person. See below for important information. | |
|---|---|
| To Our Stockholders: | Vote Your Shares Right Away |
| We will hold our 2025 Annual Meeting on Wednesday, June 25, 2025. Stockholders will be asked to vote on the following proposals: 1. The election of Deborah A. Henretta and Cary D. McMillan as Class III directors to serve until the 2028 Annual Meeting of Stockholders; 2. The ratification of the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for Fiscal 2025; 3. A non-binding, advisory vote to approve the Fiscal 2024 compensation of our named executive officers (“say on pay” vote); and 4. Such other business as may properly come before the meeting or any adjournment, postponement, or continuation thereof. The Board of Directors (“Board”) is soliciting proxies to be used at the 2025 Annual Meeting. We will first release the Proxy Statement and the form of proxy to stockholders beginning on or about May 15, 2025. The 2025 Annual Meeting will be held exclusively online via live webcast. This format allows authenticated stockholders to virtually attend from any location around the world, at no cost to them. While stockholders will not be able to attend the meeting at a physical location, authenticated stockholders will be able to attend the meeting online, vote their shares electronically and submit questions during the meeting. To participate in the 2025 Annual Meeting, you must first register at https://web.viewproxy.com/ae/2025 by 11:59 PM ET on June 22, 2025. You will receive a meeting invitation by email with your unique join link, along with a password, prior to the meeting date. Whether or not you plan to virtually attend the 2025 Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described to the right on this page. You also may vote online during the 2025 Annual Meeting by following the instructions provided on the meeting website during the 2025 Annual Meeting. For more information, please see page 74. By order of the Board of Directors, Jennifer B. Stoecklein Corporate Secretary May 15, 2025 | HOW TO VOTE Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on May 1, 2025. Please read the Proxy Statement and vote right away using any of the following methods. STOCKHOLDERS OF RECORD |
| Vote by Internet | www.AALvote.com/AEO |
| Vote by Telephone | 1 (866) 804-9616 |
| Vote by Mail | Mail your signed proxy card |
| BENEFICIAL STOCKHOLDERS If you are a beneficial owner, you will receive instructions from your bank, broker or other nominee that you must follow in order for your shares to be voted. Many of these institutions offer telephone and online voting. | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETINGOF STOCKHOLDERS TO BE HELD ON JUNE 25, 2025: The Notice of Annual Meeting, the accompanying Proxy Statement and our Annual Report for the fiscal year endedFebruary 1, 2025 (“Annual Report”) are all available, free of charge, at https://web.viewproxy.com/ae/2025.
| 2025 Proxy Statement | | | 3 |
Forward-Looking Statements and Website Information
This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including, without limitation, in our CEO’s letter to our stockholders and our Compensation Discussion and Analysis, which represent our expectations or beliefs concerning future events, including our forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “strategy,” “targets,” “will,” “would,” or other words of similar meaning. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include expectations regarding future financial performance, including future stock price performance as it relates to our compensation programs, our ability to successfully implement and execute on our strategic initiatives and our environmental, social and governance (“ESG”) initiatives and goals, and whether we are able to achieve the anticipated results of such initiatives and goals. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed herein and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (“SEC”).
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.
This document includes several website addresses. The content of any websites and materials named, hyperlinked or otherwise referenced herein are not incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
| 4 | | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.