Edgar Filing: AMERICAN EAGLE OUTFITTERS INC

AMERICAN EAGLE OUTFITTERS, INC.

(Registrant)

Date: February 5, 2016

/s/ Charles P. Sandel

Charles P. Sandel

Senior Vice President, General Counsel

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)

February 1, 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.

Pursuant to the terms of the Third Amended and Restated Employment Agreement, dated July 23, 2014, between American Eagle Outfitters, Inc. (the “Company”) and Roger S. Markfield (the “Employment Agreement”), Mr. Markfield has ceased to be Vice Chairman and Executive Creative Director of the Company and, as a result, is no longer an executive officer of the Company. The Employment Agreement provides that Mr. Markfield will provide ongoing consulting services. The Employment Agreement was filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed on July 25, 2014, and is described therein.

- 2 -

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.

- 3 -