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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 2024-07-02 (Item 5.07 on EDGAR). Page generated 02 October 2026.

8Reported items
375Asset managers
2,266Fund votes
2024-06-27Meeting date

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 2024-07-02 (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 2024-06-27
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Janice E. Page	153,458,604	23,349,869	55,546	--	9,398,762	Majority: yes
Elect Director: David M. Sable	167,494,949	9,308,011	61,055	--	9,398,766	Majority: yes
Elect Director: Noel J. Spiegel	167,004,837	9,803,785	55,392	--	9,398,767	Majority: yes
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.	181,501,756	4,685,623	75,402	--	0	Majority: yes
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.	168,771,360	7,969,107	123,544	--	9,398,770	Majority: yes

Source: AMERICAN EAGLE OUTFITTERS INC., Form 8-K, filed with the SEC on 2024-07-02 — read the filing on EDGAR.

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

Each item below shows how the 375 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. Hold an advisory vote on the compensation of our named executive officers

SECTION 14A SAY-ON-PAY VOTES

Combines 9 wordings of this item as funds reported it.

74% fund support · no official result

FOR 74%AGAINST 26%

The 187 asset managers below cast 74% of the shares they voted on this item FOR (38,606,640 for, 13,280,995 against).

FOR: 38,606,640 (74.4%)AGAINST: 13,280,995 (25.6%)ABSTAIN: 24,348 (0.0%)NOT VOTED: 5,903 (0.0%)

Largest 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
Man Group plc	0	11,083,830	Against
Pacer Funds Trust	6,646,121	0	For
Vanguard	5,648,900	0	For
Wellington	5,595,622	0	For
COOKE & BIELER LP	5,101,732	0	For
Charles Schwab	3,863,912	0	For
Northern Trust	1,245,888	11,215	For
Jackson National	1,212,977	0	For
SCOPUS ASSET MANAGEMENT, L.P.	1,210,000	0	For
MARSHALL WACE, LLP	0	1,032,253	Against
BALYASNY ASSET MANAGEMENT L.P.	884,611	0	For
Bridge Builder Trust	850,689	15,142	For
Hood River Capital Management LLC	700,491	0	For
SYSTEMATIC FINANCIAL MANAGEMENT LP	593,333	61,705	For
Putnam	602,071	0	For
Stewart Capital Advisors, LLC	517,332	0	For
Robeco Institutional Asset Management B.V.	453,564	0	For
SEI	426,030	0	For
Manager Directed Portfolios	392,774	0	For
Prudential/PGIM	0	314,053	Against
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	0	278,722	Against
JPMorgan	238,540	0	For
Shellback Capital, LP	211,611	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	0	203,132	Against
Transamerica	200,050	0	For

Showing the 25 largest of 187 asset managers. See all 187 in the interactive database.

2. Proposal Three. Hold an advisory vote on the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 180 asset managers below cast 99% of the shares they voted on this item FOR (154,776,933 for, 1,934,256 against).

FOR: 154,776,933 (98.8%)AGAINST: 1,934,256 (1.2%)

Largest asset managers voting on “Proposal Three. 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	42,116,867	0	For
BlackRock	24,974,772	1,168	For
Vanguard	20,644,452	0	For
State Street	9,365,030	59,596	For
Dimensional	8,216,741	0	For
American Century	8,114,762	0	For
OAK RIDGE INVESTMENTS LLC	8,000,000	0	For
GEODE CAPITAL MANAGEMENT, LLC	4,082,152	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	2,984,693	109,205	For
Victory Capital	2,862,159	8,476	For
JUPITER ASSET MANAGEMENT LTD	2,518,977	0	For
MELLON INVESTMENTS Corp	1,270,669	0	For
Columbia Threadneedle	1,172,484	0	For
Nuveen	1,018,251	0	For
TIAA	991,115	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
BNY Mellon	833,970	0	For
Allspring	822,549	0	For
Thrivent	739,248	0	For
FRANKLIN ADVISERS INC	582,374	0	For
FRANKLIN STRATEGIC SERIES	543,100	0	For
WisdomTree	525,027	0	For
Equitable	490,927	0	For

Showing the 25 largest of 180 asset managers. See all 180 in the interactive database.

3. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

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

AMERICAN EAGLE OUTFITTERS INC.’s own tally for this item (“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.”): 168,771,360 for, 7,969,107 against, per its Form 8-K filed 2024-07-02 (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. Of all 196,430,000 outstanding shares: 86% for, 4% against (90% of the company cast a for/against vote).

The 104 asset managers below cast 99.2% of the shares they voted on this item FOR (103,963,365 for, 736,702 against).

FOR 99.1%

FOR: 103,963,365 (99.1%)AGAINST: 736,702 (0.7%)ABSTAIN: 9,400 (0.0%)NOT VOTED: 155,264 (0.1%)

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
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	865,831	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	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 104 asset managers. See all 104 in the interactive database.

4. Proposal One. Election of Directors: Janice E. Page

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

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

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 2024-07-02 (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. Of all 196,430,000 outstanding shares: 78% for, 12% against (90% of the company cast a for/against vote).

The 103 asset managers below cast 92% of the shares they voted on this item FOR (96,805,268 for, 7,872,507 against).

FOR 92%8%

FOR: 96,805,268 (92.3%)AGAINST: 7,872,507 (7.5%)ABSTAIN: 9,400 (0.0%)NOT VOTED: 155,264 (0.1%)

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	Against
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	For
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.

5. Proposal One. Election of Directors: David M. Sable

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2024-07-02 (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. Of all 196,430,000 outstanding shares: 85% for, 5% against (90% of the company cast a for/against vote).

The 103 asset managers below cast 98% of the shares they voted on this item FOR (102,959,754 for, 1,718,021 against).

FOR 98%

FOR: 102,959,754 (98.2%)AGAINST: 1,718,021 (1.6%)ABSTAIN: 9,400 (0.0%)NOT VOTED: 155,264 (0.1%)

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	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

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

6. Proposal One. Election of Directors: Noel J. Spiegel

DIRECTOR ELECTIONSMajority of the votes cast: yes

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

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 2024-07-02 (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. Of all 196,430,000 outstanding shares: 85% for, 5% against (90% of the company cast a for/against vote).

The 103 asset managers below cast 98% of the shares they voted on this item FOR (102,959,754 for, 1,718,021 against).

FOR 98%

FOR: 102,959,754 (98.2%)AGAINST: 1,718,021 (1.6%)ABSTAIN: 9,400 (0.0%)NOT VOTED: 155,264 (0.1%)

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	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

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

7. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

58% fund support · no official result

FOR 48.9%AGAINST 36%NOT VOTED 15%

The 13 asset managers below cast 58% of the shares they voted on this item FOR (491,252 for, 357,718 against).

FOR: 491,252 (48.9%)AGAINST: 357,718 (35.6%)NOT VOTED: 155,264 (15.5%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Vote
Desjardins Global Asset Management Inc.	0	357,718	Against
JPMorgan	194,474	0	For
Empower	0	0	Not Voted
PARADIGM FUNDS	142,900	0	For
TD ASSET MANAGEMENT INC	89,129	0	For
ADVISORY RESEARCH INC	47,775	0	For
APG Asset Management US Inc.	6,434	0	For
PARADIGM CAPITAL MANAGEMENT INC/NY	3,875	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	3,000	0	For
CIDEL ASSET MANAGEMENT INC	2,076	0	For
CORNELL UNIVERSITY	1,089	0	For
Convergence Investment Partners, LLC	485	0	For
MILLER HOWARD INVESTMENTS INC /NY	15	0	For

8. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (8,829 for, 0 against).

FOR: 8,829 (100.0%)

Largest asset managers voting on “14A Executive Compensation” at AMERICAN EAGLE OUTFITTERS INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Cornerstone Investment Partners, LLC	8,137	0	0	0	For
Granite Investment Partners, LLC	692	0	0	0	For

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

Ranked by the number of AMERICAN EAGLE OUTFITTERS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 196,430,000 shares outstanding at the time of that meeting.

Top AMERICAN EAGLE OUTFITTERS INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Man Group plc	5.64%
2	Pacer Funds Trust	3.38%
3	Vanguard	2.88%
4	Wellington	2.85%
5	COOKE & BIELER LP	2.60%
6	Charles Schwab	1.97%
7	Northern Trust	0.64%
8	Jackson National	0.62%
9	SCOPUS ASSET MANAGEMENT, L.P.	0.62%
10	MARSHALL WACE, LLP	0.53%

Reported AMERICAN EAGLE OUTFITTERS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

AMERICAN EAGLE OUTFITTERS INC. beneficial owners on record 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 2024-05-04 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-05-04. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At AMERICAN EAGLE OUTFITTERS INC.'s shareholder meeting held 2024-06-27, in the 2023-2024 proxy season, 375 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,266 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. AMERICAN EAGLE OUTFITTERS INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Hold an advisory vote on the compensation of our named executive officers — the reporting funds cast 74% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

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