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)
July 10, 2019
 
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)	
 
(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))	
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	Trading Symbol(s)	Name of each exchange on which
registered	
Common Stock, $0.01 par value	AEO	New York Stock Exchange	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
Item 7 .0 1 Regulation FD Disclosure
 
On July 10, 2019, the Company issued a press release announcing that its board of directors has approved an additional 30 million shares for its repurchase program. A copy of the press release is attached as Exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description	
99.1*	Press release dated July 10, 2019, announcing authorization for share repurchase program	
 
*Such exhibit is being furnished (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.

 
SIGNATURE S

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: July 11, 2019	 
By:	 
/s/ Robert L. Madore	
 	 	Robert L. Madore
Executive Vice President, Chief Financial Officer	

 

Exhibit 99.1
 
American Eagle Outfitters Announces Additional 30 Million Shares Authorized for Share Repurchase Program
7.10.19
 
PITTSBURGH -- ( BUSINESS WIRE ) -- American Eagle Outfitters, Inc. (NYSE: AEO) today announced that its Board of Directors authorized an additional 30 million shares for repurchase through February 3, 2024. This brings the shares available for purchase under the company’s publicly announced share repurchase authorizations, as of July 10, 2019, to approximately 37.4 million shares. Year-to-date the company has repurchased approximately 4.3 million shares.
 
Jay Schottenstein, AEO’s Chairman and Chief Executive Officer commented, “Consistent financial performance has led to strong free cash flow and a substantial cash balance even after making investments in our business to fuel future growth. The increased authorization and continuation of our cash dividend policy underscore our confidence in long-term growth initiatives and AEO’s commitment to delivering shareholder returns.”
 
The timing and amount of any share repurchases and any other capital actions undertaken by the company will depend on a variety of factors, including the market price of the company's shares, the business plans and financial performance of the company, and general market and economic conditions. The repurchases of common stock may be executed through open market purchases and repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. The share repurchase program does not obligate the company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.
 
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® and Aerie® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 200 international locations operated by licensees in 24 countries. For more information, please visit  www.aeo-inc.com .

Contacts		
Olivia Messina
412-432-3300
LineMedia@ae.com