Current Report Filing (8-k)
May 30 2017 - 3:15PM
Edgar (US Regulatory)
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) May 23, 2017
URBAN OUTFITTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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000-22754
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23-2003332
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5000 South Broad St., Philadelphia, PA
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19112-1495
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
l2b-2
of the Securities Exchange Act of 1934
(§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2017, Urban Outfitters, Inc. (the Company) held its Annual
Meeting of Shareholders (the Annual Meeting). At the Annual Meeting, the Companys shareholders approved the Urban Outfitters 2017 Stock Incentive Plan (the Plan). The Plan provides for various types of equity awards
that may be made to officers, other employees, consultants, and
non-employee
directors of the Company and its subsidiaries. The types of awards authorized under the Plan include restricted stock, restricted
stock units, incentive stock options,
non-qualified
stock options, stock appreciation rights and stock grants. An aggregate of 10,000,000 common shares of the Company may be delivered pursuant to such awards.
As of the date of this report, no awards have been made under the Plan.
The Plan is described in detail in Proposal 3 in the Companys proxy
statement for the Annual Meeting, filed with the Securities and Exchange Commission (the SEC) on April 3, 2017 (the 2017 Proxy Statement). The descriptions of the Plan contained herein and in the 2017 Proxy Statement are
qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.7 to the Companys Annual Report on Form
10-K
filed with SEC on April 3, 2017.
Attached hereto as Exhibits 99.1 through 99.5 are forms of award agreements to be used in connection with grants of restricted stock units, incentive stock
options,
non-qualified
stock options and stock appreciation rights to eligible participants in the Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 23, 2017, the Companys shareholders (i) elected each of the Companys nine nominees for director to
serve a term expiring at the Annual Meeting of Shareholders in 2018, (ii) ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending January 31,
2018, (iii) approved the Plan, (iv) approved, in an advisory,
non-binding
vote, the compensation of the Companys named executive officers, and (v) recommended, in a
non-binding,
advisory vote, that future advisory votes to approve the compensation of the Companys named executive officers be held every three years. The results of the voting were as follows:
1. Proposal No. 1: Election of Directors.
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Nominee
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For
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Against
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Abstain
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Broker Non-Vote
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Edward N. Antoian
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101,874,511
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707,542
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53,074
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4,466,622
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Scott A. Belair
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62,787,897
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39,794,007
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53,074
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4,466,771
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Harry S. Cherken, Jr.
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63,244,237
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39,337,447
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53,294
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4,466,771
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Scott Galloway
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102,083,558
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498,462
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53,074
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4,466,655
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Margaret A. Hayne
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99,939,796
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2,648,135
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47,162
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4,466,656
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Richard A. Hayne
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101,222,089
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1,191,565
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221,440
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4,466,655
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Elizabeth Ann Lambert
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101,757,590
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828,318
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49,184
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4,466,657
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Joel S. Lawson III
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100,048,986
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2,533,034
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53,074
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4,466,655
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Robert H. Strouse
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83,983,674
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18,598,422
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52,997
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4,466,656
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2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for Fiscal Year 2018.
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For
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Against
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Abstain
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Broker Non-Vote
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106,808,548
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230,704
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62,463
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34
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3. Proposal No. 3: Approval of the Urban Outfitters 2017 Stock Incentive Plan.
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For
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Against
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Abstain
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Broker Non-Vote
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83,719,290
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18,862,656
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53,146
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4,466,657
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4. Proposal No. 4: Advisory,
non-binding
vote to approve executive compensation.
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For
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Against
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Abstain
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Broker Non-Vote
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101,612,242
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961,595
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61,140
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4,466,772
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5. Proposal No. 5: Advisory,
non-binding
vote on the frequency of future advisory
votes to approve executive compensation.
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Every year
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Every two years
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Every three years
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Abstain
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Broker Non-Vote
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51,196,165
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29,429
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51,309,850
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99,532
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4,466,773
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At the Annual Meeting, the Companys shareholders recommended, consistent with the recommendation of the Board of
Directors, that the Company hold future advisory votes to approve executive compensation every three years. The Company received proxies representing approximately 500,000 shares after the deadline for voting by proxy, however, which are not
included in the results provided above. Had those proxies been timely submitted, the recommendation of the Companys shareholders would have been that the Company hold future advisory votes to approve executive compensation every year.
The Board of Directors is considering the appropriate frequency of future advisory votes to approve executive compensation in light of the results of the
advisory vote and the additional untimely proxies received after the deadline, and will disclose its determination with respect thereto no later than October 5, 2017.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Form of 2017
PlanNon-Qualified
Stock Option Agreement.
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99.2
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Form of 2017
PlanNon-Qualified
Stock Option Agreement for
Non-Employee
Directors.
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99.3
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Form of 2017 PlanIncentive Stock Option Agreement.
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99.4
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Form of 2017 PlanPerformance/Restricted Stock Unit Agreement.
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99.5
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Form of 2017 PlanStock Appreciation Right Agreement.
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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.
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URBAN OUTFITTERS, INC.
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Date: May 30, 2017
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By:
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/s/ Francis J. Conforti
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Francis J. Conforti
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Chief Financial Officer
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Exhibit Index
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Exhibit
Number
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Description
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99.1
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Form of 2017
PlanNon-Qualified
Stock Option Agreement.
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99.2
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Form of 2017
PlanNon-Qualified
Stock Option Agreement for
Non-Employee
Directors.
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99.3
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Form of 2017 PlanIncentive Stock Option Agreement.
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99.4
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Form of 2017 PlanPerformance/Restricted Stock Unit Agreement.
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99.5
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Form of 2017 PlanStock Appreciation Right Agreement.
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