UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows:
1. Proposal No. 1: Election of Directors.
| Nominee |
For | Against | Abstain | Broker Non-Vote |
||||||||||||
| Edward N. Antoian |
84,591,149 | 1,026,525 | 29,332 | 2,651,527 | ||||||||||||
| Kelly Campbell |
85,217,578 | 399,834 | 29,594 | 2,651,527 | ||||||||||||
| Harry S. Cherken, Jr. |
82,853,275 | 2,764,499 | 29,232 | 2,651,527 | ||||||||||||
| Mary C. Egan |
85,051,174 | 566,188 | 29,644 | 2,651,527 | ||||||||||||
| Margaret A. Hayne |
82,832,231 | 2,784,460 | 30,315 | 2,651,527 | ||||||||||||
| Richard A. Hayne |
84,693,554 | 923,342 | 30,110 | 2,651,527 | ||||||||||||
| Amin N. Maredia |
85,067,694 | 549,990 | 29,322 | 2,651,527 | ||||||||||||
| Wesley S. McDonald |
84,552,786 | 1,064,393 | 29,827 | 2,651,527 | ||||||||||||
| Todd R. Morgenfeld |
85,234,410 | 383,346 | 29,250 | 2,651,527 | ||||||||||||
| John C. Mulliken |
84,279,694 | 1,337,683 | 29,629 | 2,651,527 | ||||||||||||
2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2024.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 88,042,295 | 223,966 | 32,272 | 0 |
3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 84,464,424 | 1,156,222 | 26,360 | 2,651,527 |
4. Proposal No. 4: Advisory, non-binding vote on the frequency of future advisory votes to approve executive compensation.
| Every Year |
Every 2 Years |
Every 3 Years |
Abstain |
Broker Non-Vote | ||||
| 80,019,187 | 6,631 | 5,529,889 | 91,299 | 2,651,527 |
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.
| URBAN OUTFITTERS, INC. | ||||||
| Date: June 12, 2023 | By: | /s/ Melanie Marein-Efron | ||||
| Melanie Marein-Efron | ||||||
| Chief Financial Officer | ||||||