UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 
 



SCHEDULE 14A INFORMATION
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AMERICAN EAGLE OUTFITTERS, INC.  
(Name of Registrant as Specified In Its
    Charter)

 




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American Eagle Outfitters,
Inc.


77 Hot Metal Street

Pittsburgh, Pennsylvania 15203

412-432-3300

May 25, 2012
Re: Annual Meeting of Stockholders - June 6, 2012
Vote FOR "Say-on-Pay" 
Dear Stockholders:
We are asking you to vote FOR on all proposals at our 2012 Annual Meeting
including Proposal 3 - Advisory Vote on the Compensation of our Named Executive Officers  ("Say-on-Pay"). The details of our compensation program are set
forth in the Compensation Discussion and Analysis section beginning on page 16
of our Proxy Statement. The proxy advisory firms, ISS and Glass Lewis have
recommended a vote against on Say-on-Pay.
Please consider the following additional information to vote FOR Say-on-Pay
as unanimously recommended by our Board of Directors.

The Board recognizes that our financial performance in recent years has not
met expectations, culminating in a Board-initiated CEO transition process during
fiscal 2011 that resulted in the hiring of Robert Hanson, the former Global
President of Levi's Brand.  Mr. Hanson became our CEO at the start of
fiscal 2012.
In addition, the Board took a number of actions in fiscal 2011 to align pay with
performance for our former CEO, James O'Donnell.  The resulting impact was
a significant reduction in Mr. O'Donnell's target compensation opportunity and
delivery of 82% of the total target value in the form of "at risk" variable
compensation that was tied to operating performance metrics.  The Board's
actions included:

  

    
No increase in base salary;
    
A 50% reduction in total equity grant value from 2010, which resulted in
	a 37% reduction in target total compensation from 2010; and
Delivery of
	his entire long-term incentive opportunity in Performance Shares that cliff
	vest at the end of three years based on performance against predetermined
	goals.
    
The sign-on compensation paid to Mr. Hanson was negotiated with him by the
Board and was designed to compensate for awards forfeited from Levi's and to
induce Mr. Hanson to join the Company.  In addition to the sign-on
compensation, our Board negotiated a reasonable target total annual compensation
package of approximately $5.6 million, which is 42% lower
than our former CEO's.  Mr. Hanson's target total annual compensation
approximates the 35th percentile of the
Company's peer group based on 2010 compensation.
With the external hire of Mr. Hanson as our new CEO, the Board determined
that it was important to retain our
former CEO, Mr. O'Donnell, to consult with both the Board and our new CEO. To
induce Mr. O'Donnell to remain obligated to consult with us for this purpose,
the Board agreed to pay him a reasonable consulting fee, the minimum amount of
which is less than 6% of his target compensation for 2011, with any greater
amount directly tied to our performance.  All other separation
payments to Mr. O'Donnell were contractually required and previously disclosed
to stockholders and most of which had been
previously accrued.
Recent Company performance has been very good. On Wednesday the Company
announced an 18% increase in net sales and a 38% increase in adjusted earnings
per share for the first quarter ended April 28, 2012.
We believe that it is important to support our new management team and allow
them to focus on successfully growing our business and to avoid the distractions
resulting from a negative Say-on-Pay vote.

The Board urges you to vote "FOR" the Say-on-Pay proposal.
Even if you have already voted, you can change your vote at any time before
the 2012 Annual Meeting as described in more detail in our Proxy Statement. 
If you have any questions or require assistance
in voting your shares or changing your vote, please contact our proxy
solicitation agent, Alliance Advisors, Toll Free at 877-777-2338.
Thank you for your support.
Sincerely,
Michael G. Jesselson                                                         Cary D. McMillan

Lead Director                                                                      Chair, Compensation Committee