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American Eagle Outfitters, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and American Eagle Outfitters, Inc.’s Form 8-K, filed 2026-06-29 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 5Reported items
  • 396Asset managers
  • 1,991Fund votes
  • 2026-06-26Meeting date

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

Explore American Eagle Outfitters, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-06-29 (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 2026-06-26
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Jay L. Schottenstein 121,484,51718,267,83041,285 --12,071,823 Majority: yes
Proposal 2: To ratify the selection of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027 ("Proposal 2"); 143,082,5048,647,896135,055 ---- Majority: yes
Proposal 3: To approve, on an advisory basis, the fiscal 2025 compensation of the Company's named executive officers ("Proposal 3"); and 135,053,3474,601,755138,530 --12,071,823 Majority: yes
Proposal 4: To approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder ("Proposal 4"). 134,900,2874,853,75539,588 --12,071,825 Majority: yes

Source: American Eagle Outfitters, Inc., Form 8-K, filed with the SEC on 2026-06-29 — read the filing on EDGAR.

How asset managers voted at the American Eagle Outfitters, Inc. 2025-2026 meeting

Each item below shows how the 396 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. Approve, on a non-binding, advisory basis, the Fiscal 2025 compensation of the Company's named executive officers ("Say-on-Pay" vote).

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 19 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 135,053,347AGAINST: 4,601,755

American Eagle Outfitters, Inc.’s own tally for this item (“Proposal 3: To approve, on an advisory basis, the fiscal 2025 compensation of the Company's named executive officers ("Proposal 3"); and”): 135,053,347 for, 4,601,755 against, per its Form 8-K filed 2026-06-29 (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 167,573,333 outstanding shares: 81% for, 3% against (83% of the company cast a for/against vote).

The 392 asset managers below cast 97% of the shares they voted on this item FOR (131,480,441 for, 3,460,468 against).

FOR 97%
FOR: 131,480,441 (97.3%)AGAINST: 3,460,468 (2.6%)ABSTAIN: 8,899 (0.0%)NOT VOTED: 112,579 (0.1%)
Largest asset managers voting on “Approve, on a non-binding, advisory basis, the Fiscal 2025 compensation of the Company's named executive offic” at American Eagle Outfitters, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock24,504,5531,168 00For
Vanguard20,087,02549 10For
American Century12,280,6480 00For
Fidelity7,004,9010 00For
State Street5,798,65531,101 00For
Dimensional4,152,9390 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP4,095,2190 00For
GEODE CAPITAL MANAGEMENT, LLC3,901,8440 00For
Charles Schwab3,720,8440 00For
FULLER & THALER ASSET MANAGEMENT, INC.2,959,4200 00For
Allianz47,0172,351,946 00Against
Capitol Series Trust2,020,9000 00For
SEI1,896,4340 00For
Nuveen1,886,2890 00For
TIAA1,811,5920 00For
DE Shaw1,703,1160 00For
Boston Partners1,613,0050 00For
J. Goldman & Co LP1,549,6650 00For
Northern Trust1,324,4574,758 00For
PRINCIPAL GLOBAL INVESTORS1,250,2010 00For
LSV ASSET MANAGEMENT1,238,3040 00For
Prudential/PGIM1,224,0140 00For
OBERWEIS ASSET MANAGEMENT INC/1,018,7550 00For
OBERWEIS FUNDS926,8000 00For
Fisher Asset Management, LLC925,3230 00For

Showing the 25 largest of 392 asset managers. See all 392 in the interactive database.

2. Approve an amendment and restatement of the Company's 2023 Stock Award and Incentive Plan to increase the number of authorized shares thereunder.

COMPENSATIONMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 134,900,287AGAINST: 4,853,755

American Eagle Outfitters, Inc.’s own tally for this item (“Proposal 4: To approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder ("Proposal 4").”): 134,900,287 for, 4,853,755 against, per its Form 8-K filed 2026-06-29 (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 167,573,333 outstanding shares: 81% for, 3% against (83% of the company cast a for/against vote).

The 100 asset managers below cast 99.6% of the shares they voted on this item FOR (69,025,711 for, 225,248 against).

FOR 99.6%
FOR: 69,025,711 (99.7%)AGAINST: 225,248 (0.3%)ABSTAIN: 5,966 (0.0%)
Largest asset managers voting on “Approve an amendment and restatement of the Company's 2023 Stock Award and Incentive Plan to increase the numb” at American Eagle Outfitters, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard18,719,96852,278 00For
BlackRock17,589,8830 00For
American Century6,004,8620 00For
Fidelity5,465,2400 00For
Dimensional3,178,5950 00For
State Street2,605,9093,807 00For
Capitol Series Trust2,020,9000 00For
TIAA1,811,5920 00For
Charles Schwab1,774,9890 00For
OBERWEIS FUNDS926,8000 00For
SEI646,3947,340 00For
WisdomTree542,1100 00For
Principal Exchange-Traded Funds487,0360 00For
JPMorgan483,6630 00For
Prudential/PGIM460,2130 00For
Victory Capital425,7140 00For
Jackson National407,4200 00For
First Trust379,3410 00For
Equitable350,7190 00For
QUANTITATIVE MASTER SERIES LLC256,7970 00For
Columbia Threadneedle240,1570 00For
Lincoln Financial235,0860 00For
OLD WESTBURY FUNDS INC224,6930 00For
RBB FUND, INC.218,0910 00For
Invesco213,6390 00For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

3. Election of Class I Director: Jay L. Schottenstein

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%
FOR: 121,484,517AGAINST: 18,267,830

American Eagle Outfitters, Inc.’s own tally for this item (“Elect Director: Jay L. Schottenstein”): 121,484,517 for, 18,267,830 against, per its Form 8-K filed 2026-06-29 (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 167,573,333 outstanding shares: 72% for, 11% against (83% of the company cast a for/against vote).

The 100 asset managers below cast 95% of the shares they voted on this item FOR (65,615,350 for, 3,762,703 against).

FOR 94%
FOR: 65,615,350 (94.4%)AGAINST: 3,762,703 (5.4%)ABSTAIN: 5,966 (0.0%)NOT VOTED: 112,356 (0.2%)
Largest asset managers voting on “Election of Class I Director: Jay L. Schottenstein” at American Eagle Outfitters, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard18,772,036210 00For
BlackRock17,589,8830 00For
American Century6,004,8620 00For
Fidelity5,465,2400 00For
Dimensional03,178,595 00Against
State Street2,609,569147 00For
Capitol Series Trust2,020,9000 00For
TIAA1,811,5920 00For
Charles Schwab1,774,9890 00For
OBERWEIS FUNDS926,8000 00For
SEI653,7340 00For
WisdomTree542,1100 00For
Principal Exchange-Traded Funds487,0360 00For
JPMorgan483,6630 00For
Prudential/PGIM338,929121,284 00For
Victory Capital425,7140 00For
Jackson National363,15244,268 00For
First Trust379,3410 00For
Equitable350,7190 00For
QUANTITATIVE MASTER SERIES LLC256,7970 00For
Columbia Threadneedle240,1570 00For
Lincoln Financial217,27617,810 00For
OLD WESTBURY FUNDS INC224,6930 00For
RBB FUND, INC.0218,091 00Against
Invesco213,6390 00For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

4. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 143,082,504AGAINST: 8,647,896

American Eagle Outfitters, Inc.’s own tally for this item (“Proposal 2: To ratify the selection of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027 ("Proposal 2");”): 143,082,504 for, 8,647,896 against, per its Form 8-K filed 2026-06-29 (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 167,573,333 outstanding shares: 85% for, 5% against (91% of the company cast a for/against vote).

The 100 asset managers below cast 99.7% of the shares they voted on this item FOR (69,072,959 for, 183,907 against).

FOR 99.5%
FOR: 69,072,959 (99.6%)AGAINST: 183,907 (0.3%)ABSTAIN: 5,966 (0.0%)NOT VOTED: 112,356 (0.2%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard18,743,08429,161 00For
BlackRock17,589,8830 00For
American Century6,004,8620 00For
Fidelity5,465,2400 00For
Dimensional3,178,5950 00For
State Street2,608,3951,321 00For
Capitol Series Trust2,020,9000 00For
TIAA1,811,5920 00For
Charles Schwab1,774,9890 00For
OBERWEIS FUNDS926,8000 00For
SEI646,3947,340 00For
WisdomTree542,1100 00For
Principal Exchange-Traded Funds487,0360 00For
JPMorgan483,6630 00For
Prudential/PGIM460,2130 00For
Victory Capital425,7140 00For
Jackson National407,4200 00For
First Trust379,3410 00For
Equitable350,7190 00For
QUANTITATIVE MASTER SERIES LLC256,7970 00For
Columbia Threadneedle240,1570 00For
Lincoln Financial235,0860 00For
OLD WESTBURY FUNDS INC224,6930 00For
RBB FUND, INC.218,0910 00For
Invesco213,6390 00For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

5. Amend Omnibus Stock Plan

COMPENSATIONMajority of the votes cast: yes

97% Majority: yes · of votes cast

FOR 97%
FOR: 134,900,287AGAINST: 4,853,755

American Eagle Outfitters, Inc.’s own tally for this item (“Proposal 4: To approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder ("Proposal 4").”): 134,900,287 for, 4,853,755 against, per its Form 8-K filed 2026-06-29 (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 167,573,333 outstanding shares: 81% for, 3% against (83% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (8,662 for, 0 against).

7%NOT VOTED 93%
FOR: 8,662 (7.2%)NOT VOTED: 112,356 (92.8%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at American Eagle Outfitters, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00Not Voted
CLEARWATER INVESTMENT TRUST8,6620 00For

Largest American Eagle Outfitters, Inc. shareholders voting in 2025-2026

Ranked by the number of American Eagle Outfitters, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 167,573,333 shares outstanding at the time of that meeting.

Top American Eagle Outfitters, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 14.62%
2Vanguard 11.99%
3American Century 7.33%
4Fidelity 4.18%
5State Street 3.48%
6Dimensional 2.48%
7ARROWSTREET CAPITAL, LIMITED PARTNERSHIP 2.44%
8GEODE CAPITAL MANAGEMENT, LLC 2.33%
9Charles Schwab 2.22%
10FULLER & THALER ASSET MANAGEMENT, INC. 1.77%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 14.93% 13F
Vanguard Group 10.98% 13F
Jay L. Schottenstein 7.93% 13D
Dimensional Fund Advisors 5.53% 13F
State Street 3.96% 13F
Goldman Sachs 3.48% 13F
D.E. Shaw 2.69% 13F
FMR LLC 2.61% 13G
Geode Capital 2.31% 13F
Morgan Stanley 1.30% 13F

Percentages above are of 167,573,333 shares outstanding, as reported by American Eagle Outfitters, Inc. on its Form 10-Q dated 2026-06-02 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-06-02. 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 2026-06-26, in the 2025-2026 proxy season, 396 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,991 separate fund positions. Their filings are grouped here into 5 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 — Approve, on a non-binding, advisory basis, the Fiscal 2025 compensation of the Company's named… — FOR was 97% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: American Eagle Outfitters, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-06-29.

American Eagle Outfitters, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).