American Eagle Outfitters Inc DEFA14A, filed Apr 22, 2020
American Eagle Outfitters Inc (AEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
AMERICAN EAGLE OUTFITTERS, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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AMERICAN EAGLE OUTFITTERS, INC. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held Virtually June 4, 2020 at 11:00 A.M. Eastern Daylight Savings Time This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report to Stockholders are available at http://www.viewproxy.com/ae/2020/. If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 27, 2020 to facilitate timely delivery. Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online and instructions for requesting paper or e-mail copies of your proxy materials are provided on the reverse side of this Notice. STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON. To the Stockholders of AMERICAN EAGLE OUTFITTERS, INC.: Notice is hereby given that the Annual Meeting of Stockholders of American Eagle Outfitters, Inc. will be held on June 4, 2020 at 11:00 a.m. Eastern Daylight Savings Time via the internet. As a Registered Holder, you may vote your shares at the Annual Meeting by first registering at http://www.viewproxy.com/ae/2020/ using your Virtual Control Number below. Your registration must be received by 11:59 PM EDT June 1, 2020. On the day of the meeting, you may log in to the meeting at http://www.viewproxy.com/ae/2020/VM. Please have your Virtual Control Number with you during the meeting in order to vote. 1. Proposal One. Election of Directors. 01 Sujatha Chandrasekaran 02 Jay L. Schottenstein 2. Proposal Two. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021. 3. Proposal Three. Approve the Company’s 2020 Stock Award and Incentive Plan. 4. Proposal Four. Hold an advisory vote on the compensation of our named executive officers. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3, AND 4. The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet. Material for this Annual Meeting and future meetings may be requested by one of the following methods: To view your proxy materials online, go to http://viewproxy.com/ae/2020/. Have the 11 digit INTERNET control number available when you access the website and follow the instructions. 877-777-2857 TOLL FREE TELEPHONE requests@viewproxy.com * If requesting material by e-mail, please send a blank e-mail with the company name and your 11 digit control number (located below) in the subject line. No other requests, instructions or E-MAIL other inquiries should be included with your e-mail requesting material. You must use the 11 digit control number located in the box below. VIRTUAL CONTROL NO. SCAN TO VIEW MATERIALS & VOTE w AMERICAN EAGLE OUTFITTERS, INC. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held Virtually June 4, 2020 at 11:00 A.M. Eastern Daylight Savings Time This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report to Stockholders are available at http://www.viewproxy.com/ae/2020/. If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 27, 2020 to facilitate timely delivery. Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your proxy materials and voting online and instructions for requesting paper or e-mail copies of your proxy materials are provided on the reverse side of this Notice. STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON. To the Stockholders of AMERICAN EAGLE OUTFITTERS, INC.: Notice is hereby given that the Annual Meeting of Stockholders of American Eagle Outfitters, Inc. will be held on June 4, 2020 at 11:00 a.m. Eastern Daylight Savings Time via the internet. As a Registered Holder, you may vote your shares at the Annual Meeting by first registering at http://www.viewproxy.com/ae/2020/ using your Virtual Control Number below. Your registration must be received by 11:59 PM EDT June 1, 2020. On the day of the meeting, you may log in to the meeting at http://www.viewproxy.com/ae/2020/VM. Please have your Virtual Control Number with you during the meeting in order to vote. 1. Proposal One. Election of Directors. 01 Sujatha Chandrasekaran 02 Jay L. Schottenstein 2. Proposal Two. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021. 3. Proposal Three. Approve the Company’s 2020 Stock Award and Incentive Plan. 4. Proposal Four. Hold an advisory vote on the compensation of our named executive officers. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3, AND 4. The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet. Material for this Annual Meeting and future meetings may be requested by one of the following methods: To view your proxy materials online, go to http://viewproxy.com/ae/2020/. Have the 11 digit INTERNET control number available when you access the website and follow the instructions. 877-777-2857 TOLL FREE TELEPHONE requests@viewproxy.com * If requesting material by e-mail, please send a blank e-mail with the company name and your 11 digit control number (located below) in the subject line. No other requests, instructions or E-MAIL other inquiries should be included with your e-mail requesting material. You must use the 11 digit control number located in the box below. VIRTUAL CONTROL NO. SCAN TO VIEW MATERIALS & VOTE w
AMERICAN EAGLE OUTFITTERS, INC. 77 Hot Metal Street Pittsburgh, PA 15203 The following proxy materials are available for you to review at: http://viewproxy.com/ae/2020/. • Fiscal 2019 Form 10-K • Proxy Statement ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your control number to vote by internet or request a hard copy. You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Internet and telephone voting is available through 11:59 P.M. Eastern Daylight Time on June 3, 2020. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-877-777-2857 toll free or By logging onto http://viewproxy.com/ae/2020/ or By email at: requests@viewproxy.com Please include the company name and your control number in the subject line. AMERICAN EAGLE OUTFITTERS, INC. 77 Hot Metal Street Pittsburgh, PA 15203 The following proxy materials are available for you to review at: http://viewproxy.com/ae/2020/. • Fiscal 2019 Form 10-K • Proxy Statement ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your control number to vote by internet or request a hard copy. You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Internet and telephone voting is available through 11:59 P.M. Eastern Daylight Time on June 3, 2020. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-877-777-2857 toll free or By logging onto http://viewproxy.com/ae/2020/ or By email at: requests@viewproxy.com Please include the company name and your control number in the subject line.