UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM  i 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)  i June 8, 2021

 

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

i Pennsylvania		i 000-22754		i 23-2003332
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 5000 South Broad St.,  i Philadelphia,  i PA		i 19112-1495
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  i (215)  i 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):

 

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐

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 Symbol(s)		Name of each exchange on which registered
i Common Shares, par value $.0001 per share		i URBN		i 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  i ☐

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 8, 2021, Urban Outfitters, Inc. (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 2022, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022 and (iii) approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers. The results of the voting on the proposals presented at the Annual Meeting were as follows:

1. Proposal No. 1: Election of Directors.

 

Nominee		For				Against				Abstain				Broker Non-Vote
Edward N. Antoian			89,909,941				285,700				269,243				4,647,486
Sukhinder Singh Cassidy			82,118,832				8,074,515				271,537				4,647,486
Harry S. Cherken, Jr.			59,763,349				30,427,231				274,304				4,647,486
Margaret A. Hayne			87,955,536				2,236,466				272,882				4,647,486
Richard A. Hayne			89,589,257				531,290				344,337				4,647,486
Elizabeth Ann Lambert			88,880,658				1,311,900				272,326				4,647,486
Amin N. Maredia			89,131,460				1,061,109				272,315				4,647,486
Wesley McDonald			89,136,354				1,055,453				273,077				4,647,486
Todd R. Morgenfeld			87,153,789				3,036,309				274,786				4,647,486
John C. Mulliken			90,000,490				189,749				274,645				4,647,486

2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2022.

 

For		Against		Abstain		Broker Non-Vote
94,661,143		185,227		266,000		0

3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation.

 

For		Against		Abstain		Broker Non-Vote
80,404,935		9,781,620		278,330		4,647,486

Item 8.01.

Other Events.

Board Committees

Following the Annual Meeting, the Company’s Board of Directors (the “Board”) reconstituted the membership of its Nominating and Governance Committee, decreasing membership from four to three to eliminate the vacancy created as a result of a Board member’s resignation from the committee. The following table reflects the new Board positions:

 

Edward N. Antoian

Sukhinder Singh Cassidy

Harry S. Cherken, Jr.

Margaret A. Hayne

Richard A. Hayne

Elizabeth Ann Lambert

Amin N. Maredia

Wesley McDonald

Todd R. Morgenfeld

John C. Mulliken

Chairman of the Board

X

Lead Independent Director

X

Committee Memberships

Audit

X

Chair

X

Compensation and Leadership Development

X

X

X

Chair

Nominating and Governance

Chair

X

X

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 14, 2021				By:		/s/ Melanie Marein-Efron
						Melanie Marein-Efron
						Chief Financial Officer