UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under § 240.14a-12 |
URBAN OUTFITTERS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-16(i)(1) and 0-11. |
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ImportantNotice RegardingtheAvailability ofProxyMaterials for the Shareholder Meeting of URBANOUTFITTERS,INC. To Be HeldOn: June 7,2022, at10:30 a.m. Eastern DaylightTime COMPANYNUMBER ACCOUNT NUMBER CONTROLNUMBER Thiscommunicationisnotaformforvotingandpresentsonlyanoverviewofthemorecompleteproxymaterialsthatareavailable to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. Ifyouwanttoreceiveapaperore-mailcopyoftheproxymaterialsyoumustrequestone. Thereisnochargetoyouforrequestinga copy. PleasemakeyourrequestforacopyasinstructedbelowonorbeforeMay20,2022tofacilitatetimelydelivery,otherwiseyou willnot receive apaper or e-mail copy. Please visithttp://proxy.urbn.com,where the following materials are available for view: • Notice of Annual Meeting of Shareholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K TOREQUESTMATERIAL: TELEPHONE: (800)220-9700 E-MAIL: proxymaterial@urbanout.com WEBSITE:http://proxy.urbn.com TOVOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll-free number to call. MAIL: You may request a card by following the instructions above. Proxies submitted by mail, telephone, Internet or other electronic means must be received by 11:59 P.M. EDT, Monday, June 6, 2022. VIRTUALLYATTHEMEETING: The Company will conduct our Annual Meeting in a virtual format, via a live audio webcast. To attend the Annual Meeting visit https://web.lumiagm.com/270154195 (password: urban2022) and be sure to have available the control number. THEBOARDOFDIRECTORSUNANIMOUSLYRECOMMENDSAVOTE "FOR" EACHOFTHENOMINEESFORDIRECTOR. 1. Election of Directors: NOMINEES: Edward N. Antoian Kelly Campbell Harry S. Cherken, Jr. Mary C. Egan Margaret A. Hayne Richard A. Hayne Amin N. Maredia Wesley S. McDonald Todd R. Morgenfeld John C. Mulliken Please note thatyou cannot use this noticeto vote by mail. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR, “FOR” PROPOSALS 2, 3 AND 4, AND “AGAINST” PROPOSAL5.THISPROXYWILLBEVOTEDINACCORDANCEWITHTHEJUDGMENTOF THE PERSONS VOTING THE PROXIES WITH RESPECT TO SUCH OTHER MATTERS AS MAYCOMEBEFORETHEANNUALMEETINGANDANYADJOURNMENTSORPOSTPONEMENTSTHEREOF. 2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2023. 3. To approve the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan. 4. Advisory vote to approve executive compensation. 5. Shareholder proposal regarding supply chain report.
ANNUAL MEETING OF SHAREHOLDERS OF URBAN OUTFITTERS, INC. June 7, 2022 PROXY VOTING INSTRUCTIONS INTERNET -Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in theUnitedStatesor 1-718-921-8500 fromforeigncountriesfromany touch-tone telephone and follow the instructions. Have your proxy card available when you call. MAIL -Sign, date and mail your proxy card in the envelope provided as soon as possible. Proxies submitted by mail, telephone, Internet or other electronic means must be received by 11:59 P.M. EDT, Monday, June 6, 2022. VIRTUALLY AT THE MEETING -TheCompany willconductourAnnual Meeting in a virtual format, via a live audio webcast. To attend the Annual Meeting visit https://web.lumiagm.com/270154195 (password: urban2022) and be sure to have available the control number. GO GREEN -e-Consent makes it easy to go paperless. With e- Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement, proxy card and Annual Report on Form 10-K are available at http://proxy.urbn.com Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet or telephone. 00033333333333333000 7 060722 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. Election of Directors: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” Edward N. Antoian EACH OF THE NOMINEES FOR DIRECTOR, “FOR” PROPOSALS 2, 3 AND 4, AND “AGAINST” PROPOSAL 5. Kelly Campbell THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION Harry S. Cherken, Jr. IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSALS 2, 3 AND 4, AND “AGAINST” Mary C. Egan PROPOSAL 5. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS VOTING THE PROXIES WITH RESPECT TO SUCH OTHER MATTERS AS MAY COME BEFORE THE ANNUAL MEETING AND MargaretA. Hayne ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. Richard A. Hayne Amin N. Maredia Wesley S. McDonald Todd R. Morgenfeld John C. Mulliken 2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2023. 3. To approve the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan. 4. Advisory vote to approve executive compensation. 5. Shareholder proposal regarding supply chain report. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that You are urged to sign and return this proxy so that you may be sure that your shares will changestotheregisteredname(s)ontheaccountmaynotbesubmittedvia be voted. this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.