PROXY STATEMENT
ANNUAL MEETING OF
STOCKHOLDERS
Thursday, May
13, 2021
GENERAL INFORMATION
This Proxy Statement is being provided to
solicit proxies on behalf of the Board of Directors of Under Armour, Inc. for use at the Annual Meeting of Stockholders and any adjournment or postponement thereof. The Annual Meeting is to be held on Thursday, May 13, 2021, at 10:00 a.m.,
Eastern Time, to be held online at www.virtualshareholdermeeting.com/UAA2021. We expect to first send or give stockholders this Proxy Statement, together with our 2020 Annual Report to Stockholders, on March 31, 2021.
Our principal offices are located at 1020 Hull Street, Baltimore, Maryland 21230. In this Proxy Statement we refer to Under Armour, Inc. as Under
Armour, we, us, our and company.
Internet Availability of Proxy Materials
Pursuant to rules of the Securities and Exchange Commission (the SEC), we are making our proxy materials available to our stockholders
electronically over the Internet rather than mailing the proxy materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to holders of our Class A Common Stock and Class B Common Stock. All stockholders
will have the ability to access the proxy materials, including this Proxy Statement and our 2020 Annual Report to Stockholders, on the website referred to in the notice or to request a printed set of the proxy materials. Instructions on how to
access the proxy materials over the Internet or to request a printed copy may be found on the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
The SEC rules require us to notify all stockholders, including those stockholders to whom we have mailed proxy materials, of the availability of our
proxy materials over the Internet.
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be held on May 13, 2021
Our Proxy Statement and 2020 Annual Report to Stockholders are available at
https://about.underarmour.com/investor-relations/news-events-presentations/#module-6
Who May Vote
Only holders of record of our Class A Common
Stock, which we refer to as Class A Stock, and holders of record of our Class B Convertible Common Stock, which we refer to as Class B Stock, at the close of business on February 26, 2021, or the Record Date, will be entitled to
notice of, and to vote at, the Annual Meeting. On the Record Date, 188,621,116 shares of Class A Stock and 34,450,000 shares of Class B Stock were issued and outstanding. Each share of Class A Stock entitles the holder to cast one
vote on each matter to be considered at the Annual Meeting and each share of Class B Stock entitles the holder to cast ten votes on each matter to be considered at the Annual Meeting. Holders of Class A Stock and holders of Class B
Stock will vote together as a single class on all matters.
Stockholders are not allowed to cumulate their votes in the election of the directors.
Holders of our Class C Common Stock, which we refer to as Class C Stock, have no voting power as to any items of business that will be voted on at the Annual Meeting.
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