Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 30, 2020, American Eagle Outfitters, Inc. (the "Company") announced
the appointment, effective October 1, 2020, of Steven A. Davis to the Company's
Board of Directors as a Class I director, with a term expiring at the Company's
2023 Annual Meeting. This appointment expands the Company's Board to nine
directors. Mr. Davis has been appointed to serve on the Audit Committee.
Mr. Davis will receive compensation for his service on the Board consistent with
the Company's current non-employee director compensation program, a description
of which is set forth on page 31 of the Company's definitive proxy statement
filed on April 22, 2020. The Board also approved (i) the grant to Mr. Davis of
an equity award in fully vested shares of the Company's common stock with a fair
market value of $37,500, subject to the terms of the Company's 2020 Stock Award
and Incentive Plan, and (ii) $21,250 representing a pro rata Board and committee
cash retainer amount. Mr. Davis is expected to enter into the Company's standard
form of indemnification agreement with the Company which, subject to certain
exceptions, generally provides that the Company will indemnify him, to the
fullest extent permitted by law, in connection with any claims, suits or
proceedings arising as a result of service as a director of the Company or any
subsidiary of the Company, including against third-party claims and proceedings
brought by or in right of the Company.
Mr. Davis is the former Chairman and Chief Executive Officer of Bob Evans Farms.
He previously served in a variety of executive and management roles with YUM!
Brands and Kraft General Foods. There are no arrangements or understandings
between Mr. Davis and any other person pursuant to which Mr. Davis
was appointed as a director, and there are no transactions between Mr. Davis and
the Company that would be required to be reported under Item 404(a) of
Regulation S-K.
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