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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 31, 2023
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| 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 2.02. Results of Operations and Financial Condition.
On August 3, 2023, American Eagle Outfitters, Inc. (“AEO,” “us” or the “Company”) announced that it expects both second quarter revenue and operating income to exceed previous guidance when it announces second quarter 2023 results on September 6, 2023. A copy of the press release announcing AEO’s expectations regarding second quarter 2023 results is attached hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2023, Michael Rempell, AEO’s Executive Vice President & Chief Operations Officer, who has been with the Company for over 23 years in various roles, informed us of his intention to leave AEO at or around the end of the fiscal year in order to pursue personal interests. We expect that Mr. Rempell will continue in his current role until both an appropriate successor is identified and a suitable transition period has elapsed. This transition process is expected to be completed no later than the first quarter of 2024. Following his separation from employment, Mr. Rempell will be entitled to certain payments and benefits under his existing compensation arrangements as previously disclosed by the Company, including any earned annual bonus and enhanced vesting treatment on outstanding stock awards, consistent with plan provisions and the underlying award agreements. The Company and Mr. Rempell also intend to honor post-employment restrictions that have been previously disclosed by the Company. A copy of the press release announcing Mr. Rempell’s planned departure is attached hereto as Exhibit 99.2.
The information in these Items 2.02 and 5.02, including the accompanying Exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended January 28, 2023, and in any subsequently-filed quarterly reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description |
|
| 99.1 | Press release dated August 3, 2023 announcing AEO’s expectations regarding second quarter 2023 results | |
| 99.2 | Press release dated August 3, 2023 announcing Mr. Rempell’s planned departure | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: August 3, 2023 | By: | /s/ Beth Henke | ||||
| Beth Henke | ||||||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||||||
Exhibit 99.1
AEO Inc. Expects to Report Second Quarter Results Above Guidance
August 3, 2023
PITTSBURGH — (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) expects second quarter revenue to be approximately flat to last year, ahead of previous guidance for revenue to be down low-single digits. The company also expects operating income to exceed previous guidance of $25 to $35 million.
“I am pleased to note that demand picked up in late June, with strength continuing as we introduced our initial Fall collections in July, reflecting newness centered on emerging trends across our brands. Looking to the second half of the year, we remain focused on building our category leadership and creating unique customer connections, while maintaining a sharp eye on improved profit flow through,” Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer commented.
In a separate release today, the company announced a planned leadership transition.
The company will report its final second quarter 2023 results by press release on Wednesday, September 6, 2023.
The company will also host a summary of AEO Inc.’s second quarter results with a live conference call that will be webcast on Wednesday, September 6, 2023 at 4:30pm, Eastern Time. The conference call can be accessed by calling:
| • | Domestic: (877) 407-0789 |
| • | International: (201) 689-8562 |
A replay will be available following the call at:
| • | Domestic: (844) 512-2921 |
| • | International: (412) 317-6671 |
| • | Conference ID number: 13736966 |
The call will be archived and made available online in the Investor Relations section on AEO’s website, www.aeo-inc.com.
* * * *
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. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, Hong Kong and Japan, and ships to approximately 80 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 260 international locations operated by licensees in approximately 30 countries. In 2022, AEO released its first annual Building a Better World report, which outlines two decades of ESG achievements through the company’s Planet, People and Practices initiatives. For more information, please visit www.aeo-inc.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent our expectations or beliefs concerning future events, including second quarter and annual fiscal 2023 results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on many important factors, some of which may be beyond the company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “potential,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 and in any other filings that we may make with the Securities and Exchange Commission in some cases have affected, and in the future could affect, the company’s financial performance and could cause actual results for fiscal 2023 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the negative impacts of the COVID-19 pandemic and related operational disruptions; the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately; seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic; our inability to respond to changes in e-commerce and leverage omni-channel demands; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; challenges with information technology systems, including safeguarding against security breaches; and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.
CONTACT:
Investor Relations
412-432-3300
LineMedia@ae.com
Exhibit 99.2
AEO Inc. Announces a Planned Leadership Transition
August 3, 2023
PITTSBURGH — (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced that Michael Rempell, Chief Operations Officer, has made the decision to leave the company in early fiscal 2024. After over 23 years with AEO, Michael has decided to pursue personal interests and spend more time with his family. The company has commenced a search for a successor and Michael will stay on to ensure a smooth and successful transition.
Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer commented, “For over two decades, Michael has been a valuable member of our executive team and I am grateful for his numerous contributions. He has been a strategic leader and instrumental in taking the company from $1 billion to over $5 billion in revenue, investing in technology and infrastructure that created AEO’s world class operations and made us an innovator in our space. Michael’s accomplishments have been substantial, including the launch and expansion of our successful and profitable digital channel; building an efficient and fluid sourcing capability; transforming our supply chain to compete on both speed and cost; and most recently, strengthening our store operations. He has had an extraordinarily positive and lasting impact on our organization and our people. As a result of Michael’s influence and leadership, we have a strong foundation in place which we will build upon for continued success.”
Michael Rempell commented, “This decision did not come easily. AEO is a wonderful company and has been a home away from home, where colleagues have become lifelong friends. It has truly been an honor and privilege to work alongside such remarkable talent and I know that I’m leaving the company in very good hands. I want to thank Jay for his incredible leadership, vision and guidance over the years and our board of directors for their tremendous support. Anchored by strong operations and the best brands in retail, I am certain that AEO’s brightest days are still ahead.”
In a separate release today, the company provided an update on second quarter results.
* * * *
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. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, Hong Kong and Japan, and ships to approximately 80 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 260 international locations operated by licensees in approximately 30 countries. In 2022, AEO released its first annual Building a Better World report, which outlines two decades of ESG achievements through the company’s Planet, People and Practices initiatives. For more information, please visit www.aeo-inc.com.
CONTACT:
Corporate Communications
412-432-3300
LineMedia@ae.com