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)
February 4, 2014
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
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1-33338 |
13-2721761 | |||
|
(State of
incorporation) |
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(Commission File
Number) |
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(IRS Employer Identification
No.) |
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77 Hot Metal Street |
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15203-2329 |
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(Address of principal executive
offices) |
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(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):
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
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 |
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On February 4, 2014, the Compensation Committee (the "Committee") of the Board of Directors of American Eagle Outfitters, Inc. (the "Company") determined to adjust the compensation of Mary M. Boland in conjunction with an expansion of her duties as Chief Financial and Administrative Officer. Ms. Boland will receive an annual base salary of $775,000 and eligibility to receive an annual incentive cash bonus under the Company's 2005 Stock Award and Incentive Plan, as amended (the "2005 Plan") with a target incentive bonus of 80% of her base salary and a maximum incentive bonus of 160% of her base salary. The 2005 Plan conditions the payment of the bonus on achievement of pre-determined objective performance goals set forth in writing established by the Committee. Ms. Boland's equity compensation will be determined at a later date and, as appropriate, will be disclosed in a subsequent current report on Form 8-K. |
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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: February 10, 2014 | By: |
/s/ Charles P. Sandel | ||
| Charles P. Sandel | ||||
|
Senior Vice President and General Counsel | ||||