2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 122 2.8 Election of directors The election of directors is no longer viewed as a routine voting item because of increased focus on the board, its independence and active oversight of a company, as well as the loss of broker discretionary voting in director elections. In part to satisfy expanded SEC director disclosure requirements (Item 401(e) of Regulation S-K, effective 2010), companies are paying more attention to how they describe their board nominees and how shareholders will perceive them. Typically, after each nominee’s name, a company might disclose the individual’s biographical information, and his or her key attributes and qualifications to sit on the board. A general trend is to shorten the bio discussion, placing standard information such as name, age, committees and board tenure within easily located bullets; and to expand the discussion about each director’s unique skills and qualifications. In an effort to humanize nominees and help highlight certain aspects of diversity, companies increasingly are including head shots. Finally, some companies are adding information on board leadership, including the separation or combination of the CEO and Board Chair roles, as well as more detail on the Lead Independent Director role. AMERICAN AIRLINES GROUP Board Diversity TheCorporateGovernanceandNominatingCommitteeseekstorecommendindividualstotheBoardofDirectorswith, amongotherthings,adiversityofskills,expertiseandperspectivesappropriateforthebusinessandoperationofthe Company.TheCorporateGovernanceandNominatingCommitteealsorecognizesthebenefitsofracialandgender diversityintheboardroom,includingbetterreflectingourdiversecustomerandemployeebaseandthehealthydebate thatstemsfromdifferentviewpointsthatmayresultfromdiversebackgrounds.Accordingly,ourBoardofDirectorsis diverseinmanyways,withdifferinggeographic,businessandracialbackgrounds.Nearly40%ofourBoardofDirectorsis diversebasedongenderorethnicity. Qualifications and Principal Occupations Additionalinformationregardingourdirectornominees,includingtheirqualificationsandprincipaloccupations(whichhave continuedforatleastthepastfiveyearsunlessotherwisenoted),aswellasthekeyexperienceandqualificationsthatled theBoardtoconcludeeachnomineeshouldserveasadirector,isprovidedbelow.Therearenofamilyrelationships amongthedirectorsandourexecutiveofficers. Independent DirectorSince: 2013 Committees: Compensation;Corporate GovernanceandNominating KeySkills: Jim Albaugh SelectBusinessExperience: • SeniorAdvisortoPerellaWeinbergPartners,aglobaladvisoryandasset managementfirm(2016-Present) • SeniorAdvisortoTheBlackstoneGroupL.P.,aprivateequityandfinancial servicesfirm(2012-2016) • PresidentandChiefExecutiveOfficerofTheBoeingCompany’s(“Boeing”) CommercialAirplanesbusinessunit(2009-2012) • PresidentandChiefExecutiveOfficerofBoeing’sIntegratedDefenseSystems business(2002-2009) • JoinedBoeingin1975andheldvariousotherexecutivepositionspriortoJuly 2002,includingPresidentandChiefExecutiveofSpaceandCommunications andPresidentofSpaceTransportation CurrentPublicCompanyDirectorships • HarrisCorporation,atechnologycompany,defensecontractorandinformation technologyservicesprovider(2016-Present) • ArconicInc.,aspecialtymetalscompanyservicingtheaerospace,autoand buildingsectors(2017-Present) PastPublicCompanyDirectorships • B/EAerospace,Inc.(2014-April2017) • TRWAutomotiveHoldingsCorp.(2006-2015) OtherLeadershipExperienceandService: Memberoftheboardsofdirectorsofthefollowingprivateentities:AloftAeroarchitects (formerlyPATSAerospace),BelcanCorporation;ChairmanoftheNationalAeronautic Association;pastPresidentoftheAmericanInstituteofAeronauticsandAstronautics; pastChairmanoftheAerospaceIndustriesAssociation;electedmemberofthe InternationalAcademyofAeronautics;electedmemberoftheNationalAcademyof Engineering;memberoftheboardoftrusteesofWillametteUniversityandthe ColumbiaUniversitySchoolofEngineering;andformermemberofBoeing’sExecutive Councilforovertenyears. KeyExperience/DirectorQualifications: Executiveleadershipexperienceintheairplaneandairlineindustry,including experienceintheinvestmentindustry,andwithcomplexsystems,contractsand governmentaloversight,aswellasaccountingandfinancialliteracyandglobalpublic companyboardandcorporategovernanceexperience. Legal/Regulatory Senior Leadership Airline/Travel/Transportation Industry FinancialorAccounting Investment International&Global Board Real estate/facilities MarketingorConsumerProducts Media/Communications 6 2018ProxyStatement | Total of 07 pages in section AMERICAN EAGLE OUTFITTERS, INC. PROPOSAL ONE: ELECTION OF DIRECTORS General The Board is divided into three classes. Each class of directors is elected for a three-year term. On the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has fixed the size of the board at sevendirectorsandnominatedthreecandidates,eachofwhomarecurrentlydirectorsoftheCompany,tobeelectedasClassII directors at the Annual Meeting. If re-elected, the Class II directors will serve for three-year terms ending at the 2021 annual meeting,orwhentheirsuccessorsaredulyelectedandqualified.ThetermsoftheremainingClassIandClassIIIdirectorsexpire attheannualmeetingstobeheldin2020and2019,respectively. BiographicalinformationregardingeachnomineeandeachincumbentdirectorissetforthbelowasofApril1,2018,togetherwith abriefdescriptionofeachindividual’sbusinessexperienceandqualifications. The Board recommends that stockholders vote “FOR” the following nominees for Class II Director: JaniceE. Page Age69 Directorsince June2004 Independent Committees: • Audit • Compensation • Nominating(Chair) BACKGROUND Ms. Page spent 27 years in apparel retailing, holding numerous merchandising, marketing and operating positions with Sears Roebuck & Company (“Sears”), including Group VicePresidentfrom 1992 to 1997. While at Sears, Ms. Page launched the direct to consumer business and oversaw sporting goods, men’s, women’s and children’s apparel, footwear and accessories, beauty and fragrances,amongotherresponsibilities.SheholdsaBAfromPennsylvaniaStateUniversity. QUALIFICATIONS Ms. Page has extensive knowledge of the apparel retail industry and brings to the Board in-depth experienceacrossdiverseconsumerproductcategoriesaswellasretailoperations.Herserviceon other public company boards allows her to provide the Board with a variety of perspectives on corporategovernanceissues. OTHERPUBLICCOMPANY BOARDSERVICE Ms. Page served as a Director and Compensation Committee Chair of R.G. Barry Corporation from 2000 to 2014. She served as a Director and Nominating and Governance Committee Chair of HampshireGroup,Limitedfrom2009to2011.ShewasformerlyontheBoardofKellwoodCompany andservedontheExecutiveCommitteeandasCompensationCommitteeChairfrom2000to2008. Ms. Page served from 2001 to 2004 as Trustee of Glimcher Realty Trust, a real estate investment trust which owns, manages, acquires and develops malls and community shopping centers. She also serves on the advisory board for the Daveler Entrepreneurship Scholarship of the University of SouthFlorida. 2018ProxyStatement | 13 Total of 04 pages in section

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