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AMERICAN EAGLE OUTFITTERS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and AMERICAN EAGLE OUTFITTERS INC.’s Form 8-K, filed July 1, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

4Ballot items
347Asset managers
1,719Fund votes
June 25, 2025Meeting date

Results at a glance

Meeting of June 25, 2025: 4 items on AMERICAN EAGLE OUTFITTERS INC.’s Form 8-K, filed July 1, 2025: 2 approved · 2 without a stated outcome.

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 2024-2025 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 1, 2025 (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 25, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Deborah A. Henretta	133,254,208	16,018,391	109,568	--	10,896,992	89%	Not verified	—
Elect Director: Cary D. McMillan	123,784,882	25,525,822	71,463	--	10,896,992	83%	Not verified	—
Proposal 2: Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2026 were as follows: The following persons continue to serve as Class I	156,682,017	3,476,545	120,597	--	--	98%	Approved	—
3. The approval, on an advisory basis, of the fiscal 2024 compensation of the Company's named executive officers	143,329,390	5,855,515	197,254	--	10,897,000	96%	Approved	—

Source: AMERICAN EAGLE OUTFITTERS INC., Form 8-K, filed with the SEC on July 1, 2025 — read the filing on EDGAR.

How asset managers voted at the AMERICAN EAGLE OUTFITTERS INC. 2024-2025 meeting

Each item below shows how the 347 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.

1. Elect Director: Deborah A. Henretta

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%

FOR: 133,254,208AGAINST: 16,018,391

Details: description as filed, official tally, votes by 92 asset managers

Description as filed by funds: Election of Directors: Deborah A. Henretta

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Elect Director: Deborah A. Henretta”): 133,254,208 for, 16,018,391 against, per its Form 8-K filed July 1, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 73,677,636 for, 6,610,390 against, 21,624 abstained, 139,321 not voted.

FOR

FOR: 73,677,636AGAINST: 6,610,390ABSTAIN: 21,624NOT VOTED: 139,321

Largest asset managers voting on “Election of Directors: Deborah A. Henretta” at AMERICAN EAGLE OUTFITTERS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	23,802,660	3,977,546	Mixed
BlackRock	19,177,067	0	For
Fidelity	7,306,371	0	For
American Century	5,919,243	0	For
Charles Schwab	2,602,281	0	For
Bridge Builder Trust	2,255,525	0	For
Victory Capital	1,809,616	0	For
TIAA	0	1,738,649	Against
State Street	1,488,551	0	For
Jackson National	1,399,230	0	For
WisdomTree	874,056	0	For
Principal	683,891	0	For
SEI	677,918	0	For
Virtus	536,193	0	For
FRANKLIN STRATEGIC SERIES	533,146	0	For
Equitable	285,210	212,441	Mixed
JPMorgan	398,207	0	For
Columbia Threadneedle	0	375,323	Against
First Trust	311,514	0	For
QUANTITATIVE MASTER SERIES LLC	302,191	0	For
Natixis	216,005	0	For
Thrivent	196,896	0	For
BNY Mellon	192,727	0	For
Transamerica	188,750	0	For
CLEARWATER INVESTMENT TRUST	187,454	0	For

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

2. Elect Director: Cary D. McMillan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST

FOR: 123,784,882AGAINST: 25,525,822

Details: description as filed, official tally, votes by 92 asset managers

Description as filed by funds: Election of Directors: Cary D. McMillan

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Elect Director: Cary D. McMillan”): 123,784,882 for, 25,525,822 against, per its Form 8-K filed July 1, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 92 asset managers below reported 70,508,764 for, 9,779,262 against, 21,624 abstained, 139,321 not voted.

FOR

FOR: 70,508,764AGAINST: 9,779,262ABSTAIN: 21,624NOT VOTED: 139,321

Largest asset managers voting on “Election of Directors: Cary D. McMillan” at AMERICAN EAGLE OUTFITTERS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	23,802,636	3,977,570	Mixed
BlackRock	19,177,067	0	For
Fidelity	7,306,371	0	For
American Century	5,919,243	0	For
Charles Schwab	2,602,281	0	For
Bridge Builder Trust	2,220,000	35,525	For
Victory Capital	1,809,616	0	For
TIAA	0	1,738,649	Against
State Street	4,345	1,484,206	Against
Jackson National	923,028	476,202	Mixed
WisdomTree	0	874,056	Against
Principal	683,891	0	For
SEI	677,918	0	For
Virtus	536,193	0	For
FRANKLIN STRATEGIC SERIES	533,146	0	For
Equitable	285,210	212,441	Mixed
JPMorgan	398,207	0	For
Columbia Threadneedle	0	375,323	Against
First Trust	311,514	0	For
QUANTITATIVE MASTER SERIES LLC	302,191	0	For
Natixis	216,005	0	For
Thrivent	196,896	0	For
BNY Mellon	0	192,727	Against
Transamerica	188,750	0	For
CLEARWATER INVESTMENT TRUST	179,954	7,500	For

Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.

3. 3. The approval, on an advisory basis, of the fiscal 2024 compensation of the Company's named executive officers

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

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 143,329,390AGAINST: 5,855,515

Details: description as filed, official tally, votes by 347 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 (“3. The approval, on an advisory basis, of the fiscal 2024 compensation of the Company's named executive officers”): 143,329,390 for, 5,855,515 against — passed, per its Form 8-K filed July 1, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the fiscal 2024 compensation of the Company's named executive officers was approved on an advisory, non-binding basis.”
Support: 96% 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: 93 asset managers voting on “Hold an advisory vote on the compensation of our named executive officers.” at AMERICAN EAGLE OUTFITTERS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	27,750,015	30,190	1	For
BlackRock	19,177,067	0	0	For
Fidelity	7,306,371	0	0	For
American Century	5,919,243	0	0	For
Charles Schwab	2,602,281	0	0	For
Bridge Builder Trust	2,220,000	35,525	0	For
Victory Capital	1,809,616	0	0	For
TIAA	1,738,649	0	0	For
State Street	1,487,059	1,492	0	For
Jackson National	1,399,230	0	0	For
WisdomTree	874,056	0	0	For
Principal	683,891	0	0	For
SEI	677,918	0	0	For
Virtus	536,193	0	0	For
FRANKLIN STRATEGIC SERIES	533,146	0	0	For
Equitable	497,651	0	0	For
JPMorgan	398,207	0	0	For
Columbia Threadneedle	375,323	0	0	For
First Trust	311,514	0	0	For
QUANTITATIVE MASTER SERIES LLC	302,191	0	0	For
Natixis	216,005	0	0	For
Thrivent	196,896	0	0	For
BNY Mellon	192,727	0	0	For
Transamerica	188,750	0	0	For
CLEARWATER INVESTMENT TRUST	179,954	7,500	0	For

Fund voting reports, all 93 managers: 80,231,000 for, 123,246 against, 21,625 abstained, 139,321 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 278 asset managers voting on “Hold an advisory vote on the compensation of our named executive officers.” at AMERICAN EAGLE OUTFITTERS INC., 2024-2025
Asset manager	For	Against	Vote
COOKE & BIELER LP	6,416,290	0	For
American Century	6,077,584	0	For
BlackRock	4,972,212	1,168	For
Victory Capital	4,915,684	31,599	For
Wellington	4,934,783	0	For
State Street	4,778,012	59,604	For
Junto Capital Management LP	4,679,711	0	For
GEODE CAPITAL MANAGEMENT, LLC	4,082,405	0	For
Fidelity	3,727,977	0	For
Charles Schwab	2,774,680	0	For
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.	1,869,266	0	For
Nuveen	1,773,306	0	For
PRINCIPAL GLOBAL INVESTORS	1,635,207	0	For
Fisher Asset Management, LLC	1,504,617	0	For
Northern Trust	1,249,148	0	For
AQR	1,028,957	0	For
MELLON INVESTMENTS Corp	948,669	0	For
SEI	931,324	10,745	For
Dimensional	787,694	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	682,484	Against
SYSTEMATIC FINANCIAL MANAGEMENT LP	668,263	3,665	For
Vanguard	640,268	0	For
JPMorgan	633,199	0	For
FRANKLIN ADVISERS INC	596,682	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	454,784	0	For

Institutional-manager reports, all 278 managers: 69,741,017 for, 3,705,825 against, 1,250 not voted. Showing the 25 largest; see all in the interactive database.

4. Proposal 2: Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company's…: Jay L

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 156,682,017AGAINST: 3,476,545

Details: description as filed, official tally, votes by 94 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 JANUARY 31, 2026.

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“Proposal 2: Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2026 were as follows: The followi”): 156,682,017 for, 3,476,545 against — passed, per its Form 8-K filed July 1, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2026 was duly ratified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 94 asset managers below reported 80,233,541 for, 120,735 against, 21,624 abstained, 139,321 not voted.

FOR

FOR: 80,233,541AGAINST: 120,735ABSTAIN: 21,624NOT VOTED: 139,321

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., 2024-2025
Asset manager	For	Against	Vote
Vanguard	27,768,681	11,525	For
BlackRock	19,177,067	0	For
Fidelity	7,306,371	0	For
American Century	5,919,243	0	For
Charles Schwab	2,602,281	0	For
Bridge Builder Trust	2,255,525	0	For
Victory Capital	1,809,616	0	For
TIAA	1,738,649	0	For
State Street	1,488,483	68	For
Jackson National	1,399,230	0	For
WisdomTree	874,056	0	For
Principal	683,891	0	For
SEI	677,918	0	For
Virtus	536,193	0	For
FRANKLIN STRATEGIC SERIES	533,146	0	For
Equitable	497,651	0	For
JPMorgan	398,207	0	For
Columbia Threadneedle	375,323	0	For
First Trust	311,514	0	For
QUANTITATIVE MASTER SERIES LLC	302,191	0	For
Natixis	216,005	0	For
Thrivent	196,896	0	For
BNY Mellon	192,727	0	For
Transamerica	188,750	0	For
CLEARWATER INVESTMENT TRUST	187,454	0	For

Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.

Largest AMERICAN EAGLE OUTFITTERS INC. shareholders voting in 2024-2025

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 173,267,000 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.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	16.03%
2	BlackRock	11.07%
3	Fidelity	4.22%
4	American Century	3.42%
5	Charles Schwab	1.50%
6	Bridge Builder Trust	1.30%
7	Victory Capital	1.04%
8	TIAA	1.00%
9	State Street	0.86%
10	Jackson National	0.81%

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.”, 2024-2025
#	Asset manager	% of shares outstanding
1	COOKE & BIELER LP	3.70%
2	American Century	3.51%
3	BlackRock	2.87%
4	Victory Capital	2.86%
5	Wellington	2.85%
6	State Street	2.79%
7	Junto Capital Management LP	2.70%
8	GEODE CAPITAL MANAGEMENT, LLC	2.36%
9	Fidelity	2.15%
10	Charles Schwab	1.60%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.92%	13F
Vanguard Group	12.11%	13F
Jay L. Schottenstein	7.67%	13D
Dimensional Fund Advisors	6.10%	13F
State Street	4.12%	13F
Wellington Management	3.59%	13F
FMR LLC	2.52%	13G
Geode Capital	2.37%	13F
Point72	1.68%	13F
Charles Schwab	1.62%	13F

Percentages above are of 173,267,000 shares outstanding, as reported by AMERICAN EAGLE OUTFITTERS INC. on its Form 10-Q dated May 3, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 3, 2025. 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 25, 2025, in the 2024-2025 proxy season, 347 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 1,719 separate fund positions. 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 96% 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 1, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.