8-K
URBAN OUTFITTERS INC (URBN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 6, 2023
URBAN OUTFITTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Pennsylvania | 000-22754 | 23-2003332 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 5000 South Broad St., Philadelphia, PA | 19112-1495 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (215) 454-5500
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Shares, par value $.0001 per share | URBN | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. |
|---|
On June 6, 2023, 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 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows:
- Proposal No. 1: Election of Directors.
| Nominee | For | Against | Abstain | Broker<br>Non-Vote | ||||
|---|---|---|---|---|---|---|---|---|
| Edward N. Antoian | 84,591,149 | 1,026,525 | 29,332 | 2,651,527 | ||||
| Kelly Campbell | 85,217,578 | 399,834 | 29,594 | 2,651,527 | ||||
| Harry S. Cherken, Jr. | 82,853,275 | 2,764,499 | 29,232 | 2,651,527 | ||||
| Mary C. Egan | 85,051,174 | 566,188 | 29,644 | 2,651,527 | ||||
| Margaret A. Hayne | 82,832,231 | 2,784,460 | 30,315 | 2,651,527 | ||||
| Richard A. Hayne | 84,693,554 | 923,342 | 30,110 | 2,651,527 | ||||
| Amin N. Maredia | 85,067,694 | 549,990 | 29,322 | 2,651,527 | ||||
| Wesley S. McDonald | 84,552,786 | 1,064,393 | 29,827 | 2,651,527 | ||||
| Todd R. Morgenfeld | 85,234,410 | 383,346 | 29,250 | 2,651,527 | ||||
| John C. Mulliken | 84,279,694 | 1,337,683 | 29,629 | 2,651,527 |
- Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2024.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 88,042,295 | 223,966 | 32,272 | 0 |
- Proposal No. 3: Advisory, non-binding vote to approve executive compensation.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 84,464,424 | 1,156,222 | 26,360 | 2,651,527 |
- Proposal No. 4: Advisory, non-binding vote on the frequency of future advisory votes to approve executive compensation.
| Every Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 80,019,187 | 6,631 | 5,529,889 | 91,299 | 2,651,527 |
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 12, 2023 | By: | /s/ Melanie Marein-Efron |
| Melanie Marein-Efron | ||
| Chief Financial Officer |