American Eagle Outfitters, Inc. Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report

(Date of earliest event reported)

 

June 21, 2011


 

AMERICAN EAGLE OUTFITTERS, INC.  

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

1-33338

 

13-2721761

(State of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

     

77 Hot Metal Street
Pittsburgh, Pennsylvania

 

15203-2329
(Address of principal executive offices)

 

(Zip Code)

 

(412) 432-3300

(Registrant's telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On June 21, 2011, the Board of Directors (the "Board") of American Eagle Outfitters, Inc. (the "Company") elected Noel J. Spiegel to serve as a Class II director effective immediately and until the 2012 Annual Meeting of Stockholders.  Mr. Spiegel is an independent director and was appointed to the Audit and Compensation Committees.  Mr. Spiegel was a partner at Deloitte & Touche, LLP, where he practiced from September 1969 until his retirement in May 2010. In his over 40 year career at Deloitte, he served in numerous management positions, including as Deputy Managing Partner, member of the Executive Committee, Managing Partner of Deloitte's Transaction Assurance practice, Global Offerings and IFRS practice and Technology, Media and Telecommunications practice (Northeast Region), and as Partner-in-Charge of Audit Operations in Deloitte's New York Office. Mr. Spiegel also serves on the Board of Directors and Audit Committee of Radian Group, Inc.

Mr. Spiegel will be paid in accordance with the Company's director compensation policy, pro rata based on service dates.  The Board approved a prorated stock grant to Mr. Spiegel for services to be performed as a non-employee director, for a number of shares equal in value to $3,297, based on the closing value of the Company's stock on June 21, 2011, which was $12.95, resulting in the issuance of 255 shares under the Company's 2005 Stock Award and Incentive Plan, as Amended. 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    AMERICAN EAGLE OUTFITTERS, INC.
    (Registrant)
Date: June 24, 2011    By: /s/ Cornelius Bulman, Jr.
        Cornelius Bulman, Jr.
     

Vice President, General Counsel and Secretary