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)
March 9, 2016
AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33338 | 13-2721761 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 77 Hot Metal Street Pittsburgh, Pennsylvania |
15203-2329 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (412) 432-3300
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:
| ¨ | 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 March 9, 2016, the Company announced that Mary Boland, Chief Financial and Administrative Officer, plans to retire effective April 1, 2016. An active search for a successor is underway.
On March 9, 2016, the Company’s Board of Directors appointed Scott Hurd, Senior Vice President and Chief Accounting Officer, as Interim Chief Financial Officer and Principal Financial Officer effective April 1, 2016. Mr. Hurd, age 47, has served the Company as Senior Vice President and Chief Accounting Officer since March 2015. Prior thereto, Mr. Hurd served as Vice President and Controller from January 2010 to March 2015. Prior to joining the Company, Mr. Hurd held various positions with Linens ‘N Things from 1996 to 2010, including Senior Vice President, Chief Financial Officer from September 2008 to January 2010, Vice President, Controller from June 2008 to September 2008 and Vice President, Financial Control/Assistant Controller from May 2006 to June 2008. Mr. Hurd is a certified public accountant.
| Item 7.01 | Regulation FD Disclosure. |
On March 9, 2016, the Company issued a press release announcing a management change. A copy of this press release is attached hereto as Exhibit 99.1.
On March 9, 2016, the Company issued a press release announcing that its Board of Directors has approved an additional 25 million shares for its repurchase program. The Board of Directors also declared a quarterly cash dividend of $0.125 per share payable on April 22, 2016 to stockholders of record at the close of business on April 8, 2016. A copy of the press release is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1* | Press release of American Eagle Outfitters, Inc., issued on March 9, 2016 announcing a management change. | |
| 99.2* | Press release of American Eagle Outfitters, Inc., issued on March 9, 2016 announcing authorization for share repurchase program and declaration of a quarterly dividend. | |
* Such Exhibit is being “furnished” (not filed) pursuant to Item 7.01 of the 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: March 15, 2016 | By: | /s/ Charles P. Sandel | ||
| Charles P. Sandel | ||||
| Senior Vice President, General Counsel | ||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1* | Press release of American Eagle Outfitters, Inc., issued on March 9, 2016 announcing a management change. | |
| 99.2* | Press release of American Eagle Outfitters, Inc., issued on March 9, 2016 announcing authorization for share repurchase program and declaration of a quarterly dividend. | |
* Such Exhibit is being “furnished” (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.
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Exhibit 99.1
AMERICAN EAGLE OUTFITTERS
ANNOUNCES MARY BOLAND, CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER, TO RETIRE
PITTSBURGH–March 9, 2016 - American Eagle Outfitters, Inc. (NYSE:AEO) today announced that Mary Boland, Chief Financial and Administrative Officer, plans to retire effective April 1, 2016. An active search for a successor is underway.
In the interim, Scott Hurd, the company’s Chief Accounting Officer, will lead the day-to-day management of the finance team and assume the role of Interim Chief Financial Officer.
“I am grateful for Mary’s significant contributions to AEO over the past several years. She has been a valuable partner in the executive leadership team and has played an integral role in developing our strategic plan and driving financial improvements, said Jay Schottenstein. “As plans for Mary’s retirement have been underway for some time, I am confident in a smooth transition. We wish Mary all the best in her well-deserved retirement.”
“I have enjoyed the past several years at AEO and working with such a talented and dedicated team of associates,” said Mary Boland. “The company is in strong financial condition and well-positioned for future success. I’d like to express my appreciation to Jay and the Board of Directors for their support and partnership.”
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About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle Outfitters® and Aerie® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, China, Hong Kong and the United Kingdom, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at 141 international stores operated by licensees in 22 countries. For more information, please visit www.ae.com.
| CONTACT: | American Eagle Outfitters, Inc. |
Kristen Zaccagnini, 412-432-3300
Exhibit 99.2
AMERICAN EAGLE OUTFITTERS
DECLARES A REGULAR QUARTERLY DIVIDEND OF $0.125 PER SHARE
ANNOUNCES ADDITIONAL 25 MILLION SHARES AUTHORIZED FOR REPURCHASE
PITTSBURGH–March 9, 2016 - American Eagle Outfitters, Inc. (NYSE: AEO) announced a quarterly cash dividend of $0.125 per share, marking the company’s 47th consecutive quarterly dividend. The $0.125 dividend was declared on March 9, 2016 and is payable on April 22, 2016 to stockholders of record at the close of business on April 8, 2016.
The company also announced that its Board of Directors authorized an additional 25 million shares for repurchase through January 30, 2021. Combined with the company’s existing authorization of 2.8 million shares, which expires on January 28, 2017, the company has 27.8 million shares available for repurchase. In 2015, the company returned cash to shareholders through quarterly dividends totaling $97 million and repurchased 15.6 million shares for $227 million.
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About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle Outfitters® and Aerie® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, China, Hong Kong and the United Kingdom, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at 141 international stores operated by licensees in 22 countries. For more information, please visit www.ae.com.
| CONTACT: | American Eagle Outfitters Inc. |
Kristen Zaccagnini
412-432-3300