American Eagle Outfitters (AEO) Proxy filing summary

Executive summary

• Fiscal 2025 saw record revenue of $5.5 billion, up 4%, with Aerie achieving 12% growth and American Eagle flat year-over-year; operating income declined 47% due to tariffs and strategic advertising investments, but a strong second half drove recovery and improved cash flow.

• The company generated $456 million in operating cash flow, invested $261 million in capital expenditures, and returned $341 million to shareholders through dividends and share repurchases.

• The Board and management executed a corporate restructuring, exited the third-party logistics business, and focused on core brand investment and operational efficiency.

• The company maintained a strong balance sheet, ending the year with $239 million in cash and no debt.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of Jay L. Schottenstein as Class I director; (2) amendments to the certificate of incorporation for officer exculpation, indemnification, advance notice, and technical changes; (3) ratification of Ernst & Young LLP as auditor; (4) advisory Say-on-Pay vote for executive compensation; (5) amendment and restatement of the 2023 Stock Award and Incentive Plan to increase authorized shares.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board will consist of six directors post-2026 Annual Meeting, with five being independent; an active search is underway to add at least one new independent director in Fiscal 2026.

• Board oversight in 2025 included capital allocation, operational execution, brand investment, technology and cybersecurity, and human capital management.

• Lead Independent Director role is held by Noel J. Spiegel, and all standing committees are fully independent.

• Directors are subject to stock ownership guidelines and annual self-evaluations; all attended at least 98% of meetings.