8-K
Under Armour, Inc. (UAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 9, 2022
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UNDER ARMOUR, INC.
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| 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) |
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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.
On November 9, 2022, Westley (“Wes”) Moore, a member of the Board of Directors of Under Amour, Inc. (the “Company”), notified the Company of his intention to step down from its Board of Directors, effective immediately, due to his successful election to governor of the state of Maryland. Mr. Moore joined the Company’s Board of Directors in October 2020.
A copy of the press release announcing Mr. Moore’s departure from the Company’s Board of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Under Armour, Inc. press release dated November 11, 2022. |
| 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: November 14, 2022 | By: | /s/ Mehri Shadman |
| Mehri Shadman | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary |
Document

Exhibit 99.1
MARYLAND GOVERNOR-ELECT WES MOORE STEPS DOWN FROM UNDER ARMOUR’S BOARD OF DIRECTORS
BALTIMORE, Nov. 11, 2022 – Under Armour, Inc. (NYSE: UA, UAA) today announced that Wes Moore has stepped down from its Board of Directors effective immediately due to his election as governor of the state of Maryland.
“On behalf of the entire team, I’d like to congratulate Wes, and thank him for his dynamic leadership as well as the significant contributions he made as a member of Under Armour’s board of directors,” said Kevin Plank, Executive Chair and Brand Chief. “We wish him well as he embarks on this next chapter as the leader of the great state of Maryland.”
“It has been a pleasure serving on Under Armour’s board and sharing my passion for purpose and community with the brand,” said Wes Moore. “I look forward to seeing this iconic Maryland-based company continue to harness the power of sport to strengthen athletes and communities globally.”
Moore, the former CEO of the Robin Hood Foundation, joined the board in October 2020 and served as a member of the Corporate Governance and Sustainability Committee.
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