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)

 

September 11, 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 September 11, 2012, the Board of Directors of American Eagle Outfitters,
Inc. (the "Company") approved an increase in the quarterly stock grant
for non-employee directors of a number of shares equal in value from $30,000 to
$33,750 based on the closing sale price of the Company's stock on the first
day of each calendar quarter.  All  other components of non-employee
director compensation remain unchanged.

 



  
  ITEM 8.01.


Other Events. 


  
	


On September 12, 2012, the Company issued
a press release announcing that its Board of Directors declared a $1.50 per
share special cash dividend and a regular quarterly cash dividend of $0.11 per
share.  As such, a cash dividend of $1.61 per share will be payable on
October 10, 2012 to stockholders of record at the close of business on September
26, 2012.  A copy of the press release is attached hereto as Exhibit 99.1. 


 


  
 ITEM 9.01.



Financial Statements and Exhibits




    
    (d) Exhibits
    
    
    



    
     
     
    
    



    
    Exhibit No.
    
    Description
    
    


    

99.1
    
	
    Press Release dated September 12, 2012 
  



    
    
    








 
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: September
	12,
	2012    
     
    By:
     
    
      

		/s/ Cornelius Bulman, Jr. 
		
  
     
     
     
     
    Cornelius Bulman, Jr.

  
     
     
     
    
      

    
      
Vice
      President, General Counsel and Secretary





EXHIBIT INDEX



 

  
    

    Exhibit

    Number

     
    
    

    Description
    

  
  
    

99.1
     
    
     Press Release dated September 12, 2012