Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On September 30, 2020, American Eagle Outfitters, Inc. (the "Company") announced the appointment, effective October 1, 2020, of Steven A. Davis to the Company's Board of Directors as a Class I director, with a term expiring at the Company's 2023 Annual Meeting. This appointment expands the Company's Board to nine directors. Mr. Davis has been appointed to serve on the Audit Committee.

Mr. Davis will receive compensation for his service on the Board consistent with the Company's current non-employee director compensation program, a description of which is set forth on page 31 of the Company's definitive proxy statement filed on April 22, 2020. The Board also approved (i) the grant to Mr. Davis of an equity award in fully vested shares of the Company's common stock with a fair market value of $37,500, subject to the terms of the Company's 2020 Stock Award and Incentive Plan, and (ii) $21,250 representing a pro rata Board and committee cash retainer amount. Mr. Davis is expected to enter into the Company's standard form of indemnification agreement with the Company which, subject to certain exceptions, generally provides that the Company will indemnify him, to the fullest extent permitted by law, in connection with any claims, suits or proceedings arising as a result of service as a director of the Company or any subsidiary of the Company, including against third-party claims and proceedings brought by or in right of the Company.

Mr. Davis is the former Chairman and Chief Executive Officer of Bob Evans Farms. He previously served in a variety of executive and management roles with YUM! Brands and Kraft General Foods. There are no arrangements or understandings between Mr. Davis and any other person pursuant to which Mr. Davis was appointed as a director, and there are no transactions between Mr. Davis and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

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