8-K
Under Armour, Inc. (UAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2023
________________________________________________________________________________
UNDER ARMOUR, INC.
________________________________________________________________________________
| Maryland | 001-33202 | 52-1990078 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1020 Hull Street, Baltimore, Maryland | 21230 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 468-2512
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Class A Common Stock | UAA | New York Stock Exchange |
|---|---|---|
| Class C Common Stock | UA | New York Stock Exchange |
| (Title of each class) | (Trading Symbols) | (Name of each exchange on which registered) |
________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| --- | --- |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointments
On January 31, 2023, Under Armour, Inc. (the “Company”) issued a press release announcing the election of Carolyn N. Everson, age 51, and Patrick W. Whitesell, age 57, as Directors of the Company effective February 1, 2023. The Board of Directors appointed Ms. Everson as a member of the Corporate Governance and Sustainability Committee and Mr. Whitesell as a member of the Human Capital and Compensation Committee effective March 1, 2023.
Pursuant to the Under Armour, Inc. Fiscal Year 2023 Non-Employee Director Compensation Plan (the “Director Compensation Plan”), as a new Director of the Company, Ms. Everson and Mr. Whitesell will each receive an initial award of restricted stock units for shares of the Company’s Class C common stock valued at $100,000 on the grant date that vests in three equal annual installments. Pursuant to the Director Compensation Plan, non-employee directors receive an annual restricted stock unit award each year following the annual meeting of stockholders. Ms. Everson and Mr. Whitesell will each receive a pro-rated annual award valued at $87,500 on the grant date (pro-rated from $187,500). The grant date for the initial and annual awards will be February 1, 2023. For a full description of the Company’s director compensation program, see the “Compensation of Directors” section of the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders.
There are no transactions in which Ms. Everson or Mr. Whitesell has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Everson or Mr. Whitesell and any other persons pursuant to which she or he was elected as a director.
Director Retirement
On January 27, 2023, Harvey L. Sanders, a member of the Company’s Board of Directors and Chair of the Human Capital and Compensation Committee, notified the Company of his intention to retire from the Board of Directors effective March 31, 2023. Mr. Sanders joined the Board of Directors in November 2004. His retirement was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
A copy of the Company’s press release announcing the director appointments and retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Under Armour, Inc. press release dated January 31, 2023. |
| 101 | XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| UNDER ARMOUR, INC. | ||
|---|---|---|
| Date: January 31, 2023 | By: | /s/ Mehri Shadman |
| Mehri Shadman | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary |
Document
Exhibit 99.1
UNDER ARMOUR APPOINTS CAROLYN EVERSON AND PATRICK WHITESELL TO ITS BOARD OF DIRECTORS
Long-standing Director Harvey Sanders to Retire March 31st
BALTIMORE, Jan. 31, 2023 – Under Armour, Inc. (NYSE: UA, UAA) today announced the appointment of Carolyn Everson and Patrick Whitesell as members of its Board of Directors effective Feb. 1, 2023. In addition, longtime member Harvey Sanders will retire from Under Armour’s Board on March 31, 2023. As previously announced, Stephanie Linnartz will join the company as President, Chief Executive Officer, and a member of its Board of Directors, effective February 27, 2023.
“We are thrilled to welcome Carolyn and Patrick to our Board of Directors,” said Kevin Plank, Under Armour Executive Chair and Brand Chief. “These two powerhouse executives, whose experience ranges across complex brand strategy, media, technology, advertising and sports and entertainment management, will be a tremendous collective resource as we continue to focus on our global brand and digital growth. Along with Stephanie, these appointments will bring significant strength to our Board. I look forward to partnering with Carolyn and Patrick to make UA better for our athletes while building long-term value for Under Armour shareholders”.
Harvey Sanders has served on Under Armour’s Board of Directors since November 2004 and is currently chair of the company’s Human Capital and Compensation Committee. He joined the Under Armour Board following a distinguished career, including as CEO & Chairman of the Board of Nautica Enterprises from 1993 to 2003.
“I want to thank Harvey for more than 18 years of Board service to the brand, dating back to our early beginning, before Under Armor became a public company,” said Plank. “I am sincerely grateful for his leadership, mentorship, and care toward the UA Team and our great brand.”
About Carolyn Everson
Ms. Everson has served since January 2023 as a Senior Advisor for Permira, a private equity firm focused on technology and consumer brands. Before joining Permira, she served as President of Instacart; before that, she was Vice President of the Global Business Group, at Meta Platforms, Inc., from March 2011 to June 2021. Before joining Meta, Carolyn held Advertising leadership positions at Microsoft & Viacom. In addition, she is a board member of The Walt Disney Company and The Coca-Cola Company. She also serves on the boards of Villanova University, the Humane Society of the United States, and Columbia Medical School. In addition, she is a member of the Council of Foreign Relations. Everson earned a bachelor’s degree in liberal arts and communications from Villanova University and a master’s degree in business administration from Harvard Business School.
About Patrick Whitesell
Mr. Whitesell has served since October 2017 as Executive Chairman of Endeavor Group Holdings, a global sports and entertainment company composed of industry-leading entities including entertainment agency WME; sports, fashion, events and media company IMG; and premier mixed martial arts organization UFC. He also serves on Endeavor’s Board of Directors.
Previously, Mr. Whitesell served as Endeavor’s Co-Chief Executive Officer, following his role as Co-Chief Executive Officer of WME. Mr. Whitesell also serves on the Board of Directors of Learfield and is a graduate of Luther College.
About Under Armour, Inc.
Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.
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Under Armour Contacts:
Lance Allega Jessica Graves
SVP, Investor Relations & VP, Global Corporate Communications & Corporate Development Community Impact
(410) 246-6810 (570) 202-6995