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SECURITIES &
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
NOTICE
OF EXEMPT SOLICITATION
NAME
OF REGISTRANT:
Urban Outfitters, Inc.
NAME
OF PERSON RELYING ON EXEMPTION: Change to Win Investment Group
ADDRESS
OF PERSON RELYING ON EXEMPTION: 1900 K Street, N.W., Suite 900,
Washington, DC 20036
Written materials are submitted pursuant to Rule 14a-6(g)(1)
promulgated under the Securities Exchange Act of 1934:
______________________________________________________________________________
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May 10, 2017
Chairman and CEO Richard A. Hayne
Lead Independent Director Robert H. Strouse
Urban Outfitters Inc.
5000 South Broad Street
Philadelphia, PA 19112-1495
Dear Mr. Hayne and Mr. Strouse,
We appreciate your outreach to shareholders regarding initiatives to improve
Urban Outfitters’ board diversity and refreshment, and are pleased to see you
take these first steps toward improved board composition at Urban.
However, while we recognize the corporate governance improvements that the
board has made over the last few years, these changes do not adequately address the longstanding independence, tenure and
diversity issues presented by the board’s current make-up. Adding one
or two non-independent directors that may be female, as suggested by your
recent letter to shareholders, while an improvement, does not in itself
amount to a robust and credible commitment to board diversity, particularly
when it is not clear which directors will be rotated off the board in the
next year. Given that shareholders have been calling for years for
improvements to the board’s composition with little effect, more concrete
steps are needed to demonstrate to shareholders that the company is taking
our concerns seriously.
To strengthen your commitment, we urge the board to take the following
actions in advance of the Urban’s annual meeting on May 23, 2017:
- The Nominating Committee, led by Nominating
Committee Chair Strouse, should articulate a clear refreshment plan with
concrete timelines, including expected off-rotation of the
non-independent directors Margaret Hayne, Scott Belair and Harry
Cherken.
- The board should adopt and implement a policy
that requires that the initial list of candidates from which new management-supported
director nominees are chosen by the Nominating Committee should include
women and minority candidates (known as the “Rooney Rule”).
We believe that each of these steps would provide an improvement to Urban’s
long term director succession planning and demonstrate to shareholders that
their voices are finally being heard as it relates to Urban’s board
composition and refreshment issues.
We would be happy to discuss our recommendations with you at your
convenience. Please contact my colleague Tejal K. Patel at (202)
721-6079 or tejal.patel@ctwinvestmentgroup.com to pursue such discussion.
Thank you.
Dieter Waizenegger
Executive Director
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