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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Urban Outfitters Inc. 10-K 1/31/24 95:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.08M
2: EX-19.1 Report Furnished to Security Holders HTML 88K
3: EX-21.1 Subsidiaries List HTML 62K
4: EX-23.1 Consent of Expert or Counsel HTML 27K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 46K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
11: R1 Document and Entity Information HTML 100K
12: R2 Consolidated Balance Sheets HTML 126K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
14: R4 Consolidated Statements of Income HTML 105K
15: R5 Consolidated Statements of Comprehensive Income HTML 55K
16: R6 Consolidated Statements of Shareholders' Equity HTML 62K
17: R7 Consolidated Statements of Cash Flows HTML 117K
18: R8 Pay vs Performance Disclosure HTML 40K
19: R9 Insider Trading Arrangements HTML 33K
20: R10 Nature of Business HTML 33K
21: R11 Summary of Significant Accounting Policies HTML 97K
22: R12 Revenue from Contracts with Customers HTML 38K
23: R13 Marketable Securities HTML 271K
24: R14 Fair Value HTML 121K
25: R15 Property and Equipment HTML 55K
26: R16 Accrued Expenses and Other Current Liabilities HTML 52K
27: R17 Debt HTML 40K
28: R18 Leases HTML 66K
29: R19 Income Taxes HTML 208K
30: R20 Share-Based Compensation HTML 132K
31: R21 Shareholders' Equity HTML 47K
32: R22 Other Comprehensive Income (Loss) and Accumulated HTML 75K
Other Comprehensive Loss
33: R23 Net Income Per Common Share HTML 48K
34: R24 Commitments and Contingencies HTML 41K
35: R25 Related Party Transactions HTML 36K
36: R26 Segment Reporting HTML 270K
37: R27 Summary of Significant Accounting Policies HTML 153K
(Policies)
38: R28 Summary of Significant Accounting Policies HTML 45K
(Tables)
39: R29 Marketable Securities (Tables) HTML 266K
40: R30 Fair Value (Tables) HTML 111K
41: R31 Property and Equipment (Tables) HTML 53K
42: R32 Accrued Expenses and Other Current Liabilities HTML 52K
(Tables)
43: R33 Leases (Tables) HTML 61K
44: R34 Income Taxes (Tables) HTML 201K
45: R35 Share-Based Compensation (Tables) HTML 124K
46: R36 Shareholders' Equity (Tables) HTML 40K
47: R37 Other Comprehensive Income (Loss) and Accumulated HTML 73K
Other Comprehensive Loss (Tables)
48: R38 Net Income Per Common Share (Tables) HTML 44K
49: R39 Segment Reporting (Tables) HTML 258K
50: R40 Nature of Business - Additional Information HTML 35K
(Detail)
51: R41 Summary of Significant Accounting Policies - HTML 35K
Schedule of Activity of Allowance for Doubtful
Accounts (Detail)
52: R42 Summary of Significant Accounting Policies - HTML 90K
Additional Information (Detail)
53: R43 Revenue from Contracts with Customers - Additional HTML 36K
Information (Detail)
54: R44 Marketable Securities - Amortized Cost, Gross HTML 81K
Unrealized Gains (Losses) and Fair Value of
Available-For-Sale Securities (Detail)
55: R45 Marketable Securities - Gross Unrealized Losses HTML 68K
and Fair Value of Marketable Securities (Detail)
56: R46 Marketable Securities - Additional Information HTML 44K
(Detail)
57: R47 Financial Assets Measured at Fair Value on HTML 65K
Recurring Basis (Detail)
58: R48 Fair Value - Additional Information (Detail) HTML 37K
59: R49 Property and Equipment - Schedule of Property and HTML 48K
Equipment (Detail)
60: R50 Property and Equipment - Additional Information HTML 30K
(Detail)
61: R51 Accrued Expenses and Other Current Liabilities HTML 45K
(Detail)
62: R52 Debt - Additional Information (Detail) HTML 62K
63: R53 Leases - Other Information Related to Leases HTML 37K
(Detail)
64: R54 Leases - Schedule by Year of Maturities of HTML 46K
Operating Leases Liabilities with Original Terms
in Excess of One Year (Detail)
65: R55 Leases - Additional Information - (Detail) HTML 43K
66: R56 Components of Income (Loss) before Income Taxes HTML 37K
(Detail)
67: R57 Components of Provision for Income Tax Expense or HTML 54K
Benefit (Detail)
68: R58 Differences Between the Statutory U.S. Federal HTML 45K
Income Tax Rate and the Company's Effective Tax
Rate (Detail)
69: R59 Significant Components of Deferred Tax Assets and HTML 65K
Liabilities (Detail)
70: R60 Reconciliation of Beginning and Ending Balances of HTML 41K
Total Amounts of Gross Unrecognized Tax Benefits
(Detail)
71: R61 Income Taxes - Additional Information (Detail) HTML 90K
72: R62 Balances Related to the Investment - Investment HTML 34K
(Details)
73: R63 Share-Based Compensation - Share-Based HTML 42K
Compensation Expense Included in Selling, General
and Administrative Expenses in Consolidated
Statements of Income (Detail)
74: R64 Share-Based Compensation - Summary of Stock Option HTML 79K
Activity (Detail)
75: R65 Share-Based Compensation - Summary of Other HTML 43K
Information Related to Stock Options (Detail)
76: R66 Share-Based Compensation - Summary of Performance HTML 60K
Share Units Activity (Detail)
77: R67 Share-Based Compensation - Summary of Restricted HTML 60K
Stock Unit's Activity (Detail)
78: R68 Share-Based Compensation - Additional Information HTML 88K
(Detail)
79: R69 Share-Based Compensation Expense Included in HTML 39K
Selling, General and Administrative Expenses in
Consolidated Statements of Income (Parenthetical)
(Detail)
80: R70 Share Repurchase Activity (Detail) HTML 38K
81: R71 Shareholders' Equity - Additional Information HTML 42K
(Detail)
82: R72 Changes in Accumulated Other Comprehensive Loss by HTML 53K
Component, Net of Tax (Detail)
83: R73 Reconciliation of Weighted Average Common Shares HTML 36K
Outstanding Used for Computation of Basic and
Diluted Net Income per Common Share (Detail)
84: R74 Net Income per Common Share - Additional HTML 37K
Information (Detail)
85: R75 Commitments and Contingencies - Additional HTML 63K
Information (Detail)
86: R76 Related Party Transactions - Additional HTML 31K
Information (Detail)
87: R77 Segment Reporting - Schedule of Operations by HTML 74K
Segment (Detail)
88: R78 Segment Reporting - Schedule of Net Sales and HTML 58K
Percentage of Net Sales by Merchandise Category
(Detail)
89: R79 Segment Reporting - Schedule of Revenues and HTML 41K
Long-Lived Assets, by Domestic and Foreign
Operations Segment (Detail)
90: R80 Segment Reporting - Additional Information HTML 56K
(Detail)
92: XML IDEA XML File -- Filing Summary XML 179K
95: XML XBRL Instance -- urbn-20240131_htm XML 3.52M
91: EXCEL IDEA Workbook of Financial Report Info XLSX 178K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.70M
Linkbases Document -- urbn-20240131
93: JSON XBRL Instance as JSON Data -- MetaLinks 609± 958K
94: ZIP XBRL Zipped Folder -- 0000950170-24-039320-xbrl Zip 523K
| EX-97.1 |
Exhibit 97.1
URBAN OUTFITTERS, INC.
REQUIRED COMPENSATION RECOVERY POLICY
Adopted August 30, 2023
Policy
The Board of Directors (the “Board”) of Urban Outfitters, Inc. (the “Company”) has adopted this Required Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period.
Administration
This Policy will be administered by the Compensation & Leadership Development Committee of the Board (the “Committee”). Any determinations made by the Committee will be final and binding on all affected individuals.
Definitions
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is (a) material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
“Covered Executive” means each of the Company’s current and former Section 16 Officers.
“Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
A “Recoupment Event” occurs when the Company is required to prepare an Accounting Restatement.
“Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
“Section 409A” means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.
Amount Subject to Recovery
The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior to this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association.
The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the Erroneously Awarded Compensation, which amount shall be determined by the Committee.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Committee will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.
If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A. The applicable Covered Executive shall also be required to reimburse the Company for any and all expenses (including legal fees) reasonably incurred by the
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Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery would be impracticable and one of the following conditions is met:
Reliance on either of the above exemptions will further comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to Nasdaq.
No Insurance or Indemnification
Neither the Company nor any of its affiliates or subsidiaries may indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements.
Indemnification of Policy Administrators
Any members of the Committee who participate in the administration of this Policy shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent permitted under applicable law and Company governing documents and policies with respect to any such action, determination or interpretation. The foregoing shall not limit any other rights to indemnification of the members of the Committee under applicable law or Company governing documents and policies.
Amendment; Termination
The Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Board or the Committee may terminate this Policy at any time.
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Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
Other Recoupment Rights
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar provision in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the Company’s right to recoup compensation subject to Section 304 of the Sarbanes-Oxley Act of 2002.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Applicable Law
This Policy and all rights and obligations hereunder shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania regardless of the application of rules of conflicts of laws that would apply to the laws of any other jurisdiction.
Venue
The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Policy will be exclusively in the courts in the Commonwealth of Pennsylvania, County of Philadelphia, including the Federal Courts located therein (should Federal jurisdiction exist). The parties consent to and submit to the personal jurisdiction and venue of courts of the Commonwealth of Pennsylvania and irrevocably waive any claim or argument that the courts in the Commonwealth of Pennsylvania are an inconvenient forum.
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ACKNOWLEDGMENT TO
URBAN OUTFITTERS, INC.
REQUIRED COMPENSATION RECOVERY POLICY
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Urban Outfitters, Inc. (the “Company”) Required Compensation Recovery Policy (as it may be amended and in effect from time to time, the “Policy”). By signing this Acknowledgement, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with, and provision of services to, the Company.
In the event of any inconsistency between the Policy and the terms of any employment or other agreement to which the undersigned is a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern.
Further, by signing below, the undersigned acknowledges that the Company will not indemnify the undersigned against the loss of an Erroneously Awarded Compensation (as defined in the Policy) and agrees to abide by the terms of the Policy, including, without limitation, by forfeiting, returning and/or reimbursing any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
________________________________
Signature
________________________________
Printed Name
_________________________________
Date
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/24 | None on these Dates | ||
| For Period end: | 1/31/24 | |||
| 10/2/23 | ||||
| 8/30/23 | ||||
| List all Filings | ||||