SEC Filing | Urban Outfitters, Inc.

URBAN OUTFITTERS, INC.

Date: June 5, 2020

/s/ Francis J. Conforti

Francis J. Conforti

Chief Financial Officer

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8-K

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 2, 2020

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

000-22754

23-2003332

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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

Symbol(s)

Name of each exchange

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 2, 2020, 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 nine nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2021, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021 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		88,892,632		135,951		189,476		3,296,491
Sukhinder Singh Cassidy		88,649,929		378,872		189,258		3,296,491
Harry S. Cherken, Jr.		62,707,181		26,321,595		189,283		3,296,491
Scott Galloway		88,887,282		143,103		187,674		3,296,491
Margaret A. Hayne		87,276,021		1,756,037		186,001		3,296,491
Richard A. Hayne		88,414,036		617,290		186,733		3,296,491
Elizabeth Ann Lambert		88,780,698		251,335		186,026		3,296,491
Wesley McDonald		88,881,354		149,167		187,538		3,296,491
Todd R. Morgenfeld		88,890,522		148,829		178,708		3,296,491

2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2021.


For	Against	Abstain	Broker Non-Vote
91,914,069	401,563	198,918	0

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


For	Against	Abstain	Broker Non-Vote
88,123,469	870,889	223,701	3,296,491

Item 8.01.

Other Events.

Board Committees

Following the Annual Meeting, the Company’s Board of Directors (the “Board”) reconstituted the membership of its Audit Committee, decreasing membership from four to three and electing Mr. McDonald as Chair to replace the vacancy created as a result of a Board member not standing for reelection. The following table reflects the new Board positions:

Edward N.
Antoian

Sukhinder
Singh
Cassidy

Harry S.
Cherken,
Jr.

Scott
Galloway

Margaret
A. Hayne

Richard A.
Hayne

Elizabeth
Ann
Lambert

Wesley

McDonald

Todd R.
Morgenfeld

Chairman of the Board

Lead Independent Director

Committee Memberships

Audit

Chair

Compensation and Leadership Development

Chair

Nominating and Governance

Chair

Board Approval of Changes to Director Compensation

Following the Annual Meeting, in light of the unprecedented impact of the Coronavirus (COVID-19) pandemic, the Board decided to forego cash compensation payable to non-Employee Directors from the 2020 Annual Meeting of Shareholders through the 2021 Annual Meeting of Shareholders. Separately, based on the advice of the Company’s compensation consultant, the Board elected to compensate its non-Employee Directors with restricted stock units (“RSUs”) in place of options. Accordingly, on June 2, 2020, the Board granted to each non-Employee Director a number of RSUs equivalent to $150,000, divided by the closing price of the Company’s common shares on June 2, 2020, rounded to the nearest 100 shares, for service to the Company during fiscal year 2021.

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.