Submission of Matters to a Vote of Security Holders Form 8 K

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

On June 27, 2024, American Eagle Outfitters, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") by means of remote communication. As of May 1, 2024, the record date for the Annual Meeting, there were a total of 196,430,265 shares of the Company's Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 186,262,781 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following:

1. To elect three Class II directors to serve until the 2027 Annual Meeting of Stockholders;

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2025; and

3. To approve, on an advisory basis, the compensation of our named executive officers.

Votes regarding the election of the director nominees were as follows:

Name		For		Against		Abstain		Broker Non-Votes
Janice E. Page		153,458,604		23,349,869		55,546		9,398,762
David M. Sable		167,494,949		9,308,011		61,055		9,398,766
Noel J. Spiegel		167,004,837		9,803,785		55,392		9,398,767

Based on the votes set forth above, the director nominees were duly elected. The following persons continue to serve as Class I directors: Jay L. Schottenstein and Sujatha Chandrasekaran. The following persons continue to serve as Class III directors: Deborah A. Henretta and Cary D. McMillan.

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 February 1, 2025 were as follows:

For		Against		Abstain		Broker Non-Votes
181,501,756		4,685,623		75,402		0

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 February 1, 2025 was duly ratified.

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

For		Against		Abstain		Broker Non-Votes
168,771,360		7,969,107		123,544		9,398,770

Based on the votes set forth above, the compensation of the Company's named executive officers was approved.