AMERICAN EAGLE OUTFITTERS INC
For the period ended Jun 26, 2026. Filed May 15, 2026.
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Jun 26, 2026 · Filed May 15, 2026
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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 |
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| ☐ | 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
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Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | 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. |
PRO XY R E P O R T 2 0 2 6 P R O X Y R E P O R T 2 0 2 6
American Eagle is a youth culture brand grounded in denim. Our purpose extends beyond making the best jeans–we embrace self expression, 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. [Graphic Appears Here] [Graphic Appears Here] 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™ [Graphic Appears Here]
Dear Fellow Stockholders: In Fiscal 2025, we faced headwinds, which included unprecedented tariffs and a dynamic consumer environment. In response to an especially challenging first half of Fiscal 2025, our teams moved quickly and decisively to reignite our business. We sharpened the focus on our merchandise, our customers and brands. As a result of these initiatives, the recovery in our business during the second half of Fiscal 2025 was sharp and meaningful. Our combined actions led to a reacceleration in demand, fueling strong growth in the back half of Fiscal 2025 and enabling a positive finish to the fiscal year. In addition to generating a meaningful top line improvement, we successfully controlled costs, created efficiencies, managed promotions and navigated through a highly dynamic sourcing environment in an effort to minimize the impact of tariffs.
What started as a year of adversity became a period of incredible progress. Fiscal 2025 required disciplined decision-making in a year of uneven conditions. The Board and management together acted on cost structure, capital return, and brand investment, and the Company entered Fiscal 2026 with a cleaner operating model and a clear set of priorities for execution. We emerged as a stronger company with enduring brands and an operational platform ready to leverage our momentum and drive profitable growth.
Below are the primary drivers that shaped our performance in Fiscal 2025.
| • | Revenue of $5.5 billion rose 4%, marking a new record. Comparable sales increased 3%, on top of 4% last year, with strength across brands. |
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| • | Aerie achieved record revenue on comparable sales growth of 9% on a 5% increase last year. Strength was broad-based across categories including intimates, soft dressing and OFFLINE active wear. Fresh flows of new and exciting collections and a match-back strategy across categories, coupled with product expansion into areas like sleepwear, kept customers engaged. Momentum grew throughout the year, ending with a comparable sales increase of 23% in the fourth quarter. Aerie and OFFLINE are emerging as two of the most exciting brands, and we could not be more enthusiastic about our potential. |
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| • | American Eagle (AE) brand comparable sales were flat following 3% growth last year. We achieved steady progress throughout the year, with significant improvement in the second half, marked by sequential comparable sales increases in the third and fourth quarters. Underpinned by our dominance in denim, we see opportunities to continue strengthening and evolving product offerings across all categories. Strategies aimed to firmly position American Eagle at the center of culture are beginning to yield results. We drove brand engagement, awareness and customer acquisition through attention-grabbing marketing campaigns featuring partnerships with Sydney Sweeney, Travis Kelce and Martha Stewart. We anticipate ongoing improvements and are optimistic about the future of the AE brand. |
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| • | Operating income of $226 million decreased 47% and adjusted operating income(1) of $328 million decreased 26%. Fiscal year adjusted operating income was adversely affected by the challenging first half, as well as an unprecedented increase in tariffs during the second half of the fiscal year. We also made strategic investments in advertising aimed at generating greater brand awareness, largely centered on the AE brand. Despite these factors, I was pleased to see a quick turn in profits during the second half of the fiscal year fueled by growing comparable sales and effective expense management. |
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| • | Strong operating cash flow of $456 million enabled us to invest in growth and return $341 million in cash to stockholders. We spent $261 million in capital expenditures to support the growth of our brands and strengthen operations. The $341 million in cash to stockholders included $85 million in dividends and $256 million in share repurchases. |
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| 2026 Proxy Statement | | | 1 |
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| • | To increase efficiency and focus on high-impact initiatives, we exited our third-party logistics business in the fourth quarter. We believe that this move will generate annual savings and allow us to re-focus investment on our core brands while retaining a significantly enhanced logistics function, including improved warehousing systems, technology, and regional distribution to help ensure speed to customers and support future growth. |
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As we prepare for our upcoming annual meeting, I would like to inform stockholders that Sujatha Chandrasekaran will conclude her service as a director immediately following the 2026 Annual Meeting of Stockholders. On behalf of the Board and management, we extend our deep gratitude for Suja’s years of dedicated service, guidance and contributions to our governance and growth. As part of our ongoing commitment to strong corporate governance, the Board continues to actively evaluate its composition to ensure that it reflects the skills, experience, and perspectives needed to support our long-term strategies. We are focused on thoughtfully strengthening the Board, including the identification of new directors who bring a wealth of expertise aligned with our future priorities.
As we look ahead, 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.
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 is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), which is commonly referred to as a non-GAAP or adjusted measure. See Appendix A of this Annual Report for additional detail on and reconciliations of adjusted results and other important information regarding the use of non-GAAP or adjusted measures. |
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Notice of Annual Meeting of Stockholders of American Eagle Outfitters, Inc.
| Meeting Time and Date: 11:00 a.m., Eastern Daylight Time on Friday, June 26, 2026 Virtual Meeting Location: American Eagle Outfitters, Inc. (“AEO,” the “Company,” “us,” “we,” and “our”) will host a virtual-only annual meeting of stockholders in 2026 (the “2026 Annual Meeting”), conducted exclusively via live audiocast. There will not be a physical location for the 2026 Annual Meeting, and you will not be able to attend the meeting in person. See below for important information. | |
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| To Our Stockholders: | Vote Your Shares Right Away |
| We will hold our 2026 Annual Meeting on Friday, June 26, 2026. Stockholders will be asked to vote on the following proposals:* 1. The election of Jay L. Schottenstein as a Class I director to serve until the 2029 Annual Meeting of Stockholders; 2. The ratification of the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for Fiscal 2026; 3. A non-binding, advisory vote to approve the Fiscal 2025 compensation of our named executive officers (“Say-on-Pay” vote); 4. The approval of an amendment and restatement of our 2023 Stock Award and Incentive Plan to increase the number of authorized shares thereunder; and 5. 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 2026 Annual Meeting. We will first release the Proxy Statement and the form of proxy to stockholders beginning on or about May 15, 2026. The 2026 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 2026 Annual Meeting, you must first register at https://web.viewproxy.com/ae/2026 by 11:59 PM ET on June 23, 2026. You will receive a meeting invitation by email with your unique join link prior to the meeting date. Whether you plan to virtually attend the 2026 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. Authenticated stockholders that register to participate in the 2026 Annual Meeting may vote online during the 2026 Annual Meeting by following the instructions provided on the meeting website during the 2026 Annual Meeting. For more information, please see page 8. By order of the Board of Directors, Jennifer B. Stoecklein Corporate Secretary May 15, 2026 * On May 5, 2026, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”), which included proposals seeking stockholder approval of certain amendments to our certificate of incorporation. As reflected in this Proxy Statement, the Company determined not to seek stockholder approval of any such amendments to our certificate of incorporation at the 2026 Annual Meeting. | 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, 2026. 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 2026 ANNUAL MEETINGOF STOCKHOLDERS TO BE HELD ON JUNE 26, 2026: The Notice of Annual Meeting, the accompanying Proxy Statement and our Annual Report for the fiscal year ended January 31, 2026 (“AnnualReport”) are all available, free of charge, at https://web.viewproxy.com/ae/2026.
| 2026 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 Chief Executive Officer’s letter to our stockholders, our discussion of corporate governance 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 corporate social responsibility 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 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.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.