Current Report Filing (8-k)
June 06 2019 - 7:37AM
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) June 4, 2019
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
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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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☐
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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 (17 CFR
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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Shares, par value $.0001 per share
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URBN
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NASDAQ Global Select Market
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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
12b-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 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 4, 2019, Urban Outfitters, Inc. (the Company) held its Annual Meeting of Shareholders (the Annual
Meeting). At the Annual Meeting, the Companys shareholders (i) elected each of the Companys ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2020, (ii) ratified the appointment of
Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending January 31, 2020 and (iii) approved, in an advisory,
non-binding
vote,
the compensation of the Companys named executive officers. No action was taken with respect to the shareholder proposal regarding supply chain transparency described in the Companys Proxy Statement for the Annual Meeting as neither the
proponent, nor a representative qualified under state law to present the proposal on behalf of the proponent, attended the meeting to present such proposal. The results of the voting on the proposals presented at the Annual Meeting 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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85,829,903
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175,627
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193,538
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3,911,826
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Sukhinder Singh Cassidy
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83,950,895
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2,056,132
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192,041
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3,911,826
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Harry S. Cherken, Jr.
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60,542,219
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25,463,523
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193,326
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3,911,826
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Scott Galloway
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85,834,031
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172,560
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192,477
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3,911,826
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Margaret A. Hayne
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84,018,310
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1,989,054
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191,074
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3,911,826
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Richard A. Hayne
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85,589,111
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294,886
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315,071
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3,911,826
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Elizabeth Ann Lambert
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85,666,239
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340,381
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192,448
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3,911,826
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Joel S. Lawson III
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85,257,912
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748,081
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193,075
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3,911,826
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Wesley McDonald
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85,827,920
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177,885
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193,263
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3,911,826
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Todd R. Morgenfeld
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85,828,247
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182,205
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188,616
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3,911,826
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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 2020.
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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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89,517,921
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394,834
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198,139
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0
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3. Proposal No. 3: 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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84,339,272
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1,651,958
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207,838
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3,911,826
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Board Committees
Following the Annual
Meeting, the Companys Board of Directors (the Board) reconstituted the membership of its Board committees to replace vacancies created as a result of certain Board members not standing for reelection and to assign appropriate
committee responsibilities to the two new directors. The following table reflects the new Board positions:
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Edward N.
Antoian
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Sukhinder
Singh
Cassidy
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Harry S.
Cherken,
Jr.
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Scott
Galloway
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Margaret
A. Hayne
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Richard A.
Hayne
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Elizabeth
Ann
Lambert
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Joel S.
Lawson III
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Wesley
McDonald
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Todd R.
Morgenfeld
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Chairman of the Board
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X
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Lead Independent Director
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X
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Committee Memberships
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Audit
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X
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Chair
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X
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X
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Compensation and Leadership Development
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X
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X
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Chair
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Nominating and Governance
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Chair
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X
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X
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Innovation
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X
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Chair
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X
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Share Repurchase Program
On June 4, 2019, the Board approved a share repurchase program that authorized the repurchase of 20 million of the Companys
common shares, from time to time at the Companys discretion, subject to market conditions and at prevailing market prices. The Company may utilize various methods to effect the repurchases, which could include open market repurchases,
negotiated block transactions or accelerated share repurchases, some of which may be effected through Rule
10b5-1
plans under the Securities Exchange Act of 1934, as amended. This program is in addition to the
Companys right to repurchase 6,333,957 shares remaining as of June 4, 2019 under its previous share repurchase program authorized by the Board in August 2017, pursuant to which the Company has repurchased 8,068,196 shares year-to-date as
of June 4, 2019.
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: June 6, 2019
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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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