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): September 3, 2025
________________________________________________________________________________
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.) |
| 101 Performance Drive, 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 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on September 3, 2025. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was June 6, 2025.
Proposal 1
The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. The voting results were as follows:
| Nominees | For | Withhold<br><br>Authority To<br><br>Vote | Broker<br><br>Non-Votes |
|---|---|---|---|
| Douglas E. Coltharp | 456,994,036 | 4,466,266 | 25,036,187 |
| Jerri L. DeVard | 422,567,551 | 38,892,751 | 25,036,187 |
| Mohamed A. El-Erian | 451,037,927 | 10,422,375 | 25,036,187 |
| Carolyn N. Everson | 427,611,720 | 33,848,582 | 25,036,187 |
| Dawn N. Fitzpatrick | 460,421,563 | 1,038,739 | 25,036,187 |
| David W. Gibbs | 454,378,620 | 7,081,682 | 25,036,187 |
| Eric T. Olson | 414,166,534 | 47,293,768 | 25,036,187 |
| Kevin A. Plank | 432,664,825 | 28,795,477 | 25,036,187 |
| Eugene D. Smith | 452,891,707 | 8,568,595 | 25,036,187 |
| Robert J. Sweeney | 460,428,863 | 1,031,439 | 25,036,187 |
| Patrick W. Whitesell | 456,217,078 | 5,243,224 | 25,036,187 |
Proposal 2
The stockholders approved the Company’s executive compensation, in a non-binding advisory vote. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 435,912,978 | 22,420,861 | 3,126,463 | 25,036,187 |
Proposal 3
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The voting results were as follows:
| For | Against | Abstain |
|---|---|---|
| 476,031,202 | 10,298,526 | 166,761 |
Proposal 4
The stockholders did not approve a stockholder proposal that was submitted at the Annual Meeting. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 11,823,025 | 446,229,645 | 3,407,632 | 25,036,187 |
No other matters were submitted for stockholder action.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit |
|---|---|
| 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: September 8, 2025 | By: | /s/ MEHRI SHADMAN |
| Mehri Shadman | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary |