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)

 

May 24, 2012 


 
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 1.01.


Entry into a Material Definitive
Agreement


  
	


On May 30, 2012, American Eagle Outfitters,
Inc. (the "Company") entered into an employment agreement (the
"Agreement") with Mary M. Boland effective July 9, 2012 to secure her services
as Chief Financial Officer and Administrative Officer of the Company.  A description of the Agreement is contained in Item 5.02 below, which
is incorporated by reference into this Item 1.01.

 



  
  ITEM 5.02.


Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers


  
	


On May 24, 2012, the Board of Directors
(the "Board") of American Eagle Outfitters,
Inc. (the "Company") appointed Mary M. Boland
as Chief Financial and Administrative Officer and as an executive
officer of the Company effective on her start date, July 9, 2012 (the "Start Date").  The
Board also appointed Ms. Boland as Principal Financial Officer of the Company effective her Start Date.  Scott Hurd,
Vice President and Controller of the Company, is serving as interim
Principal Financial Officer.



Ms. Boland, age 54, joins the Company from Levi's, where she served as Senior Vice
President Finance of Global  Levi's from 2011 to 2012
and as Senior Vice President Finance of the Americas from
2006 to 2011. Prior to that time, Ms. Boland held a variety of finance positions
with General Motors Corporation from 1979 to 2006 including Vice President and
Chief Financial Officer, North America from 2003 to 2006.



On May 30, 2012, the Company 

 entered into an employment letter agreement (the
"Agreement") with Mary M. Boland effective on the Start Date to secure her services
as Chief Financial and Administrative Officer of the Company. As
compensation and benefits under the Agreement, Ms. Boland will receive the
following: 
(1) Annual base salary
of $575,000;
(2) A signing bonus of $100,000 gross
subject to a repayment agreement; 
(3) 
Eligibility to receive 
an annual incentive cash bonus with a target incentive bonus of 70% of her
salary and a maximum bonus of 140% of her salary.  The spring 2013 bonus
will be based on a percentage of actual wages earned during fiscal 2012 and is
contingent upon
the achievement of Company and Brand (where applicable) financial performance
based goals to be established by the Compensation Committee of the Board of
Directors (the "Committee");



(4)  A restricted stock unit award
("RSU") with a value of $262,500 under the Company's 
2005 Stock Award and Incentive Plan, as amended (the "2005A
Plan").  If
Company performance meets or exceeds certain targets for fiscal 2012; the entire
RSU grant may vest upon certification of 2012 performance. The Committee must
verify that the performance goals and other material terms are met prior to
vesting. However, if the performance goals are not met, then the RSU grant will
vest proportionally over three years from the grant date based solely on
continued service to the Company over that period. In spring, fiscal 2013 Ms.
Boland will be eligible for consideration of a RSU grant with an expected value
of $450,000;
(5) A grant
of a long-term performance restricted stock unit award ("PSP RSU") 
with a value of $320,833 under the Company's
2005A Plan.  Vesting of the
PSP RSU will be contingent upon the achievement of Company performance goals for
a given 3-year period. Based upon Company performance, the units will vest at
the end of the 3-year period. The actual number of units vested will be based
upon a sliding performance scale, varying between 0-150% of the target award.
Shares not vested will be forfeited. In spring, fiscal 2013 Ms. Boland will be
eligible for consideration of a PSP RSU award with an expected target value of
$550,000; and

 

(6) Eligibility to
participate in the Company's
employee welfare,
benefit, retirement, deferred compensation and relocation plans, programs or policies that
are in effect and generally available to the other senior executives of the
Company.



The foregoing descriptions of the Agreement is qualified in its entirety by
reference to the Agreement, which is filed with this Current Report on Form 8-K
as Exhibit 10.1 and is incorporated herein by reference.



  
	
	




	



  
ITEM 7.01.


Regulation FD Disclosure



  
	


		On May 31, 2012, the Company
		issued a press release announcing the appointment of Ms. Boland as the
		Company's new Chief Financial
		Officer and Administrative Officer of the Company.  A copy of this press release is attached hereto as
		Exhibit 99.1.


  
	


	


  
 ITEM 9.01.



Financial Statements and Exhibits




    
    (d) Exhibits
    
    
    



    
     
     
    
    



    
    Exhibit No.
    
    Description
    
    


    

10.1
    
	Employment
	Agreement between the Company and Mary M. Boland dated May 30, 2012 
	
  


    

99.1*
    
	
    Press Release dated May 31, 2012 announcing the appointment of Ms. Boland as the Company's new 
	Chief Financial Officer and Administrative
	Officer
  



    
    
    






    

* Such
Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current
Report on Form 8-K.








 
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 1,
	2012    
     
    By:
     
    
      
/s/ Cornelius
		Bulman, Jr. 
  
     
     
     
     
    Cornelius Bulman, Jr.

  
     
     
     
    
      

    
      
Vice
      President, General Counsel and Secretary





EXHIBIT INDEX



 

  
    

    Exhibit

    Number

     
    
    

    Description
    

  
  
    

10.1
     
    
     Employment
	Agreement between the Company and Mary M. Boland dated May 30, 2012  
  
  
    

99.1*
     
    
     Press Release dated May 31, 2012 announcing the appointment of Ms.
	Boland as the Company's new Chief
	Financial Officer and Administrative Officer
  
  
    
    
    
  
  
    


    *  Such
Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current
Report on Form 8-K.