Current Report Filing (8-k)
May 16 2022 - 04:22PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 11,
2022
________________________________________________________________________________
UNDER ARMOUR, INC.
________________________________________________________________________________
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Maryland
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001-33202
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52-1990078
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1020 Hull Street, Baltimore, Maryland
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21230 |
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(410) 454-6428
(Former name or former address, if changed since last
report)
Securities registered pursuant to Section 12(b) of the Act:
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Class A Common Stock |
UAA |
New York Stock Exchange |
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Class C Common Stock |
UA |
New York Stock Exchange |
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(Title of each class) |
(Trading Symbols) |
(Name of each exchange on which registered) |
________________________________________________
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:
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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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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☐ |
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 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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☐ |
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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.
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Item 5.07. Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Under
Armour, Inc. (the “Company”) was held on May 11, 2022. At the
Annual Meeting, the stockholders voted on three proposals and cast
their votes as described below. The record date for this meeting
was February 25, 2022.
Proposal 1
The individuals listed below were elected at the Annual Meeting to
serve on the Company’s Board of Directors until the next Annual
Meeting of Stockholders and until their respective successors are
elected and qualified. The voting results were as
follows:
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Nominees |
For |
Withhold
Authority To
Vote
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Broker
Non-Votes
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Kevin A. Plank |
461,218,290 |
3,271,273 |
22,140,837 |
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Douglas E. Coltharp |
460,785,854 |
3,703,709 |
22,140,837 |
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Jerri L. DeVard |
453,656,953 |
10,832,610 |
22,140,837 |
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Mohamed A. El-Erian |
459,957,733 |
4,531,830 |
22,140,837 |
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Patrik Frisk |
463,018,771 |
1,470,792 |
22,140,837 |
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David W. Gibbs |
460,713,069 |
3,776,494 |
22,140,837 |
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Karen W. Katz |
458,389,308 |
6,100,255 |
22,140,837 |
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Westley Moore |
453,406,185 |
11,083,378 |
22,140,837 |
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Eric T. Olson |
433,427,513 |
31,062,050 |
22,140,837 |
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Harvey L. Sanders |
453,816,642 |
10,672,921 |
22,140,837 |
Proposal 2
The stockholders approved the Company’s executive compensation, in
a non-binding advisory vote. The voting results were as
follows:
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For |
Against |
Abstain |
Broker Non-Votes |
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451,661,092 |
12,612,693 |
215,778 |
22,140,837 |
Proposal 3
The stockholders ratified the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm
for the transition period from January 1, 2022 through March 31,
2022 and the fiscal year ending March 31, 2023. The voting results
were as follows:
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For |
Against |
Abstain |
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481,609,781 |
4,863,847 |
156,772 |
No other matters were submitted for stockholder
action.
SIGNATURES
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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UNDER ARMOUR, INC.
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Date: May 16, 2022 |
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By:
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/s/ JOHN P. STANTON |
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John P. Stanton |
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Executive Vice President, General Counsel &
Secretary |
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