UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As reported below in Item 5.07, on June 7, 2022, the shareholders of Urban Outfitters, Inc. (the “Company”) approved the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan (the “Amended 2017 Plan”), which was approved by the Company’s board of directors on March 25, 2022. The Amended 2017 Plan amends and restates the Urban Outfitters 2017 Stock Incentive Plan (the “2017 Plan”), originally approved by the Company’s shareholders on May 23, 2017. The Amended 2017 Plan (i) establishes minimum vesting and performance periods for all awards (subject to some limited exceptions); (ii) eliminates Administrator discretion to accelerate vesting of time-based awards; (iii) provides that cash dividends on restricted stock will be paid upon vesting; (iv) provides for double-trigger vesting upon a change of control, and (v) eliminates certain requirements, on a going forward basis, related to performance-based compensation to reflect the changes to Section 162(m) of the Internal Revenue Code in light of the Tax Cuts and Jobs Act, enacted on December 22, 2017.
The number of shares available under the Amended 2017 Plan (6,096,720) is limited to the shares not issued or subject to awards granted under the 2017 Plan as of March 25, 2022. Any shares that cease to be subject to awards under the 2017 Plan as a result of forfeiture will be made available under the Amended 2017 Plan. The term of the Amended 2017 Plan has not been extended and will expire (as originally intended) on December 11, 2026. The Company also adopted a clawback/recoupment policy in 2021, with awards granted under the Amended 2017 Plan subject to this policy.
The Amended 2017 Plan is described in detail in Proposal 3 in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 1, 2022 (the “2022 Proxy Statement”). The descriptions of the Amended 2017 Plan contained herein and in the 2022 Proxy Statement are qualified in their entirety by reference to the full text of the Amended 2017 Plan, a copy of which is filed as Annex A to the 2022 Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 7, 2022, 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 2023, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023, (iii) approved the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan, (iv) approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers, and (v) voted against the shareholder proposal regarding a supply chain report. 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 |
81,062,497 | 693,852 | 55,504 | 5,600,563 | ||||||||||||
| Kelly Campbell |
81,180,843 | 575,406 | 55,604 | 5,600,563 | ||||||||||||
| Harry S. Cherken, Jr. |
77,046,919 | 4,708,116 | 56,818 | 5,600,563 | ||||||||||||
| Mary C. Egan |
81,729,061 | 27,393 | 55,399 | 5,600,563 | ||||||||||||
| Margaret A. Hayne |
79,144,426 | 2,612,696 | 54,731 | 5,600,563 | ||||||||||||
| Richard A. Hayne |
81,102,022 | 653,479 | 56,352 | 5,600,563 | ||||||||||||
| Amin N. Maredia |
81,446,040 | 309,798 | 56,015 | 5,600,563 | ||||||||||||
| Wesley S. McDonald |
81,439,516 | 315,502 | 56,835 | 5,600,563 | ||||||||||||
| Todd R. Morgenfeld |
81,423,494 | 331,721 | 56,638 | 5,600,563 | ||||||||||||
| John C. Mulliken |
81,286,708 | 468,532 | 56,613 | 5,600,563 | ||||||||||||
2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2023.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 87,203,901 | 141,287 | 67,228 | 0 |
3. Proposal No. 3: Approval of the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 80,337,681 | 1,420,296 | 53,876 | 5,600,563 |
4. Proposal No. 4: Advisory, non-binding vote to approve executive compensation.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 81,203,671 | 548,016 | 60,166 | 5,600,563 |
4. Proposal No. 5: Shareholder proposal regarding a supply chain report.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 12,689,533 | 66,406,647 | 2,715,673 | 5,600,563 |
| Item 8.01. | Other Events. |
Board Committees
Following the Annual Meeting, the Company’s Board of Directors (the “Board”) elected Mr. Mulliken as Chair of its Nominating and Governance Committee to replace the vacancy created as a result of a Board member not standing for reelection. The following table reflects the new Board positions:
| Edward N. Antoian |
Kelly Campbell |
Harry S. Cherken, Jr. |
Mary C. Egan |
Margaret A. Hayne |
Richard A. Hayne |
Amin N. Maredia |
Wesley McDonald |
Todd R. Morgenfeld |
John C. Mulliken |
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| Chairman of the Board |
X | |||||||||||||||||||||||||||||||||||||||
| Lead Independent Director |
X | |||||||||||||||||||||||||||||||||||||||
| Committee Memberships |
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| Audit |
X | Chair | X | |||||||||||||||||||||||||||||||||||||
| Compensation and Leadership Development |
X | X | X | Chair | ||||||||||||||||||||||||||||||||||||
| Nominating and Governance |
X | X | Chair | |||||||||||||||||||||||||||||||||||||
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 13, 2022 | By: | /s/ Melanie Marein-Efron | ||||
| Melanie Marein-Efron | ||||||
| Chief Financial Officer | ||||||