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AMERICAN EAGLE OUTFITTERS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and AMERICAN EAGLE OUTFITTERS INC.’s Form 8-K, filed July 2, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

6Reported items
373Asset managers
2,255Fund votes
June 27, 2024Meeting date

Results at a glance

Meeting of June 27, 2024: 5 items on AMERICAN EAGLE OUTFITTERS INC.’s Form 8-K, filed July 2, 2024: 3 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore AMERICAN EAGLE OUTFITTERS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by AMERICAN EAGLE OUTFITTERS INC.

These tallies are AMERICAN EAGLE OUTFITTERS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed July 2, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

AMERICAN EAGLE OUTFITTERS INC. — official shareholder meeting results, meeting held June 27, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Janice E. Page	153,458,604	23,349,869	55,546	--	9,398,762	87%	Elected	—
Elect Director: David M. Sable	167,494,949	9,308,011	61,055	--	9,398,766	95%	Elected	—
Elect Director: Noel J. Spiegel	167,004,837	9,803,785	55,392	--	9,398,767	94%	Elected	—
The following persons continue to serve as Class I directors: Jay L. Schottenstein and Sujatha Chandrasekaran.	181,501,756	4,685,623	75,402	--	0	97%	Approved	—
Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows:	168,771,360	7,969,107	123,544	--	9,398,770	95%	Approved	—

Source: AMERICAN EAGLE OUTFITTERS INC., Form 8-K, filed with the SEC on July 2, 2024 — read the filing on EDGAR.

How asset managers voted at the AMERICAN EAGLE OUTFITTERS INC. 2023-2024 meeting

Each item below shows how the 373 asset managers that disclosed a AMERICAN EAGLE OUTFITTERS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of AMERICAN EAGLE OUTFITTERS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Janice E. Page

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 153,458,604AGAINST: 23,349,869

Details: description as filed, official tally, votes by 103 asset managers

Description as filed by funds: Proposal One. Election of Directors: Janice E. Page

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Elect Director: Janice E. Page”): 153,458,604 for, 23,349,869 against, per its Form 8-K filed July 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Votes regarding the election of the director nominees were as follows: Based on the votes set forth above, the director nominees were duly elected.”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 103 asset managers below reported 96,805,268 for, 7,872,507 against, 9,400 abstained, 155,264 not voted.

FOR

FOR: 96,805,268AGAINST: 7,872,507ABSTAIN: 9,400NOT VOTED: 155,264

Largest asset managers voting on “Proposal One. Election of Directors: Janice E. Page” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	25,919,848	0	For
Fidelity	21,269,124	0	For
BlackRock	20,833,592	0	For
Dimensional	7,177,496	0	For
Pacer Funds Trust	6,646,121	0	For
American Century	4,045,354	0	For
State Street	7,068	2,926,747	Against
Charles Schwab	1,880,666	0	For
Jackson National	605,804	607,173	Mixed
Columbia Threadneedle	0	1,172,484	Against
TIAA	0	991,115	Against
Victory Capital	925,893	0	For
Bridge Builder Trust	850,689	15,142	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	0	525,027	Against
Equitable	280,656	210,271	Mixed
AMERICAN BEACON FUNDS	0	489,349	Against
BNY Mellon	0	408,808	Against
Manager Directed Portfolios	392,774	0	For
Allspring	371,044	0	For
Thrivent	365,800	0	For
QUANTITATIVE MASTER SERIES LLC	340,839	0	For
HENNESSY FUNDS TRUST	266,600	0	For
DRIEHAUS MUTUAL FUNDS	254,493	0	For
Principal	205,421	0	For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

2. Elect Director: David M. Sable

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 167,494,949AGAINST: 9,308,011

Details: description as filed, official tally, votes by 103 asset managers

Description as filed by funds: Proposal One. Election of Directors: David M. Sable

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Elect Director: David M. Sable”): 167,494,949 for, 9,308,011 against, per its Form 8-K filed July 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Votes regarding the election of the director nominees were as follows: Based on the votes set forth above, the director nominees were duly elected.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 103 asset managers below reported 102,959,754 for, 1,718,021 against, 9,400 abstained, 155,264 not voted.

FOR

FOR: 102,959,754AGAINST: 1,718,021ABSTAIN: 9,400NOT VOTED: 155,264

Largest asset managers voting on “Proposal One. Election of Directors: David M. Sable” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	25,919,848	0	For
Fidelity	21,269,124	0	For
BlackRock	20,833,592	0	For
Dimensional	7,177,496	0	For
Pacer Funds Trust	6,646,121	0	For
American Century	4,045,354	0	For
State Street	2,932,143	1,672	For
Charles Schwab	1,880,666	0	For
Jackson National	1,212,977	0	For
Columbia Threadneedle	0	1,172,484	Against
TIAA	991,115	0	For
Victory Capital	925,893	0	For
Bridge Builder Trust	850,689	15,142	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	525,027	0	For
Equitable	280,656	210,271	Mixed
AMERICAN BEACON FUNDS	489,349	0	For
BNY Mellon	408,808	0	For
Manager Directed Portfolios	392,774	0	For
Allspring	371,044	0	For
Thrivent	365,800	0	For
QUANTITATIVE MASTER SERIES LLC	340,839	0	For
HENNESSY FUNDS TRUST	266,600	0	For
DRIEHAUS MUTUAL FUNDS	254,493	0	For
Principal	205,421	0	For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

3. Elect Director: Noel J. Spiegel

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 167,004,837AGAINST: 9,803,785

Details: description as filed, official tally, votes by 103 asset managers

Description as filed by funds: Proposal One. Election of Directors: Noel J. Spiegel

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Elect Director: Noel J. Spiegel”): 167,004,837 for, 9,803,785 against, per its Form 8-K filed July 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Votes regarding the election of the director nominees were as follows: Based on the votes set forth above, the director nominees were duly elected.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 103 asset managers below reported 102,959,754 for, 1,718,021 against, 9,400 abstained, 155,264 not voted.

FOR

FOR: 102,959,754AGAINST: 1,718,021ABSTAIN: 9,400NOT VOTED: 155,264

Largest asset managers voting on “Proposal One. Election of Directors: Noel J. Spiegel” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	25,919,848	0	For
Fidelity	21,269,124	0	For
BlackRock	20,833,592	0	For
Dimensional	7,177,496	0	For
Pacer Funds Trust	6,646,121	0	For
American Century	4,045,354	0	For
State Street	2,932,143	1,672	For
Charles Schwab	1,880,666	0	For
Jackson National	1,212,977	0	For
Columbia Threadneedle	0	1,172,484	Against
TIAA	991,115	0	For
Victory Capital	925,893	0	For
Bridge Builder Trust	850,689	15,142	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	525,027	0	For
Equitable	280,656	210,271	Mixed
AMERICAN BEACON FUNDS	489,349	0	For
BNY Mellon	408,808	0	For
Manager Directed Portfolios	392,774	0	For
Allspring	371,044	0	For
Thrivent	365,800	0	For
QUANTITATIVE MASTER SERIES LLC	340,839	0	For
HENNESSY FUNDS TRUST	266,600	0	For
DRIEHAUS MUTUAL FUNDS	254,493	0	For
Principal	205,421	0	For

Showing the 25 largest of 103 asset managers. See all 103 in the interactive database.

4. Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows:

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 16 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%

FOR: 168,771,360AGAINST: 7,969,107

Details: description as filed, official tally, votes by 373 asset managers

Description as filed by funds: Hold an advisory vote on the compensation of our named executive officers

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Votes regarding the advisory vote on the compensation of the Company's named executive officers were as follows:”): 168,771,360 for, 7,969,107 against — passed, per its Form 8-K filed July 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the compensation of the Company's named executive officers was approved.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 101 asset managers voting on “Hold an advisory vote on the compensation of our named executive officers” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	25,919,848	0	For
Fidelity	21,269,124	0	For
BlackRock	20,833,592	0	For
Dimensional	7,177,496	0	For
Pacer Funds Trust	6,646,121	0	For
American Century	4,045,354	0	For
State Street	2,933,460	355	For
Charles Schwab	1,880,666	0	For
Jackson National	1,212,977	0	For
Columbia Threadneedle	1,172,484	0	For
TIAA	991,115	0	For
Victory Capital	925,893	0	For
Bridge Builder Trust	850,689	15,142	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	525,027	0	For
Equitable	490,927	0	For
AMERICAN BEACON FUNDS	489,349	0	For
BNY Mellon	408,808	0	For
Manager Directed Portfolios	392,774	0	For
Allspring	371,044	0	For
Thrivent	365,800	0	For
QUANTITATIVE MASTER SERIES LLC	340,839	0	For
HENNESSY FUNDS TRUST	266,600	0	For
DRIEHAUS MUTUAL FUNDS	254,493	0	For
Principal	205,421	0	For

Fund voting reports, all 101 managers: 104,413,791 for, 302,106 against, 9,400 abstained, 155,264 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 297 asset managers voting on “Hold an advisory vote on the compensation of our named executive officers” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Fidelity	20,847,743	0	For
Man Group plc	0	11,083,830	Against
OAK RIDGE INVESTMENTS LLC	8,000,000	0	For
State Street	6,431,570	59,241	For
Wellington	5,595,622	0	For
COOKE & BIELER LP	5,101,732	0	For
BlackRock	4,141,180	1,168	For
GEODE CAPITAL MANAGEMENT, LLC	4,082,152	0	For
American Century	4,069,408	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	2,984,693	109,205	For
JUPITER ASSET MANAGEMENT LTD	2,518,977	0	For
Charles Schwab	1,983,246	0	For
Victory Capital	1,936,266	8,476	For
MELLON INVESTMENTS Corp	1,270,669	0	For
Northern Trust	1,245,888	11,215	For
SCOPUS ASSET MANAGEMENT, L.P.	1,210,000	0	For
Dimensional	1,039,245	0	For
MARSHALL WACE, LLP	0	1,032,253	Against
Nuveen	1,004,447	0	For
Newton Investment Management North America, LLC	974,396	0	For
PRINCIPAL GLOBAL INVESTORS	957,562	0	For
DRIEHAUS CAPITAL MANAGEMENT LLC	944,812	0	For
BALYASNY ASSET MANAGEMENT L.P.	884,611	0	For
Hood River Capital Management LLC	700,491	0	For
SYSTEMATIC FINANCIAL MANAGEMENT LP	593,333	61,705	Mixed

Institutional-manager reports, all 297 managers: 89,691,331 for, 15,270,863 against, 14,948 abstained, 5,903 not voted. Showing the 25 largest; see all in the interactive database.

5. Proposal Two. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting…

No official matchAUDIT-RELATED

99.1% of fund votes cast · no official result

FOR

Details: description as filed, votes by 64 asset managers

Description as filed by funds: Proposal Two. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025.

The 64 asset managers below reported 85,310,099 for, 736,051 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 85,310,099AGAINST: 736,051

Largest asset managers voting on “Proposal Two. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accou” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Fidelity	21,269,124	0	For
BlackRock	20,833,592	0	For
Vanguard	20,270,948	0	For
Dimensional	7,177,496	0	For
American Century	4,045,354	0	For
State Street	2,933,460	355	For
Columbia Threadneedle	1,172,484	0	For
TIAA	991,115	0	For
Victory Capital	925,893	0	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	525,027	0	For
Equitable	490,927	0	For
AMERICAN BEACON FUNDS	0	489,349	Against
BNY Mellon	280,462	128,346	Mixed
Allspring	371,044	0	For
Thrivent	365,800	0	For
QUANTITATIVE MASTER SERIES LLC	340,839	0	For
HENNESSY FUNDS TRUST	266,600	0	For
DRIEHAUS MUTUAL FUNDS	254,493	0	For
Principal	205,421	0	For
Lincoln Financial	191,069	0	For
Goldman Sachs	179,711	0	For
GLENMEDE FUND INC	168,047	0	For
Voya	163,297	0	For
Pacific Life	132,135	0	For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

6. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the…

No official matchAUDIT-RELATED

Combines 6 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR

Details: description as filed, votes by 42 asset managers

Description as filed by funds: Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025

The 42 asset managers below reported 18,508,689 for, 651 against, 9,400 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 18,508,689AGAINST: 651ABSTAIN: 9,400

Largest asset managers voting on “Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Vote
Pacer Funds Trust	6,646,121	For
Vanguard	5,648,900	For
Charles Schwab	1,880,666	For
Jackson National	1,212,977	For
Bridge Builder Trust	865,831	For
Manager Directed Portfolios	392,774	For
Transamerica	200,050	For
EA Series Trust	178,102	For
SEI	171,668	For
John Hancock	150,144	For
Prudential/PGIM	148,929	For
JPMorgan	132,403	For
CLEARWATER INVESTMENT TRUST	108,560	For
Russell Investments	88,122	For
Allianz	86,109	For
TRUST FOR PROFESSIONAL MANAGERS	85,068	For
Global X	82,169	For
MML SERIES INVESTMENT FUND	82,098	For
Tidal ETF Trust	76,571	For
TrimTabs ETF Trust	58,897	For
TOUCHSTONE FUNDS GROUP TRUST	49,988	For
Putnam	29,581	For
STERLING CAPITAL FUNDS	25,260	For
MassMutual	24,611	For
Vericimetry Funds	22,292	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

Largest AMERICAN EAGLE OUTFITTERS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 196,430,000 shares outstanding at the time of that meeting.

Fund voting reports: top AMERICAN EAGLE OUTFITTERS INC. shareholders by shares voted on “Hold an advisory vote on the compensation of our named executive officers”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	13.20%
2	Fidelity	10.83%
3	BlackRock	10.61%
4	Dimensional	3.65%
5	Pacer Funds Trust	3.38%
6	American Century	2.06%
7	State Street	1.49%
8	Charles Schwab	0.96%
9	Jackson National	0.62%
10	Columbia Threadneedle	0.60%

Institutional-manager reports: top AMERICAN EAGLE OUTFITTERS INC. shareholders by shares voted on “Hold an advisory vote on the compensation of our named executive officers”, 2023-2024
#	Asset manager	% of shares outstanding
1	Fidelity	10.61%
2	Man Group plc	5.64%
3	OAK RIDGE INVESTMENTS LLC	4.07%
4	State Street	3.30%
5	Wellington	2.85%
6	COOKE & BIELER LP	2.60%
7	BlackRock	2.11%
8	GEODE CAPITAL MANAGEMENT, LLC	2.08%
9	American Century	2.07%
10	ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1.58%

Reported AMERICAN EAGLE OUTFITTERS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

AMERICAN EAGLE OUTFITTERS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
BlackRock	12.16%	13F
Vanguard Group	9.24%	13F
FMR (Fidelity)	7.41%	13F
Dimensional Fund Advisors	5.24%	13F
State Street	3.69%	13F
Wellington Management	3.16%	13F
Goldman Sachs	2.71%	13F
Morgan Stanley	2.41%	13F
Geode Capital	2.06%	13F
BNY Mellon	1.69%	13F

Percentages above are of 196,430,000 shares outstanding, as reported by AMERICAN EAGLE OUTFITTERS INC. on its Form 10-Q dated May 4, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AMERICAN EAGLE OUTFITTERS INC.’s 10-Q dated May 4, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At AMERICAN EAGLE OUTFITTERS INC.'s shareholder meeting held June 27, 2024, in the 2023-2024 proxy season, 373 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,255 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Hold an advisory vote on the compensation of our named executive officers — AMERICAN EAGLE OUTFITTERS INC.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: AMERICAN EAGLE OUTFITTERS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on July 2, 2024.

AMERICAN EAGLE OUTFITTERS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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