URBAN OUTFITTERS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As reported below in Item 5.07, on June 7, 2022 , the shareholders of Urban
Outfitters, Inc. (the "Company") approved the Amended and Restated Urban
Outfitters 2017 Stock Incentive Plan (the "Amended 2017 Plan"), which was
approved by the Company's board of directors on March 25, 2022 . The Amended 2017
Plan amends and restates the Urban Outfitters 2017 Stock Incentive Plan (the
"2017 Plan"), originally approved by the Company's shareholders on May 23, 2017 .
The Amended 2017 Plan (i) establishes minimum vesting and performance periods
for all awards (subject to some limited exceptions); (ii) eliminates
Administrator discretion to accelerate vesting of time-based awards;
(iii) provides that cash dividends on restricted stock will be paid upon
vesting; (iv) provides for double-trigger vesting upon a change of control, and
(v) eliminates certain requirements, on a going forward basis, related to
performance-based compensation to reflect the changes to Section 162(m) of the
Internal Revenue Code in light of the Tax Cuts and Jobs Act, enacted on
December 22, 2017 .
The number of shares available under the Amended 2017 Plan (6,096,720) is
limited to the shares not issued or subject to awards granted under the 2017
Plan as of March 25, 2022 . Any shares that cease to be subject to awards under
the 2017 Plan as a result of forfeiture will be made available under the Amended
2017 Plan. The term of the Amended 2017 Plan has not been extended and will
expire (as originally intended) on December 11, 2026 . The Company also adopted a
clawback/recoupment policy in 2021, with awards granted under the Amended 2017
Plan subject to this policy.
The Amended 2017 Plan is described in detail in Proposal 3 in the Company's
proxy statement for the Annual Meeting, filed with the Securities and Exchange
Commission on April 1, 2022 (the "2022 Proxy Statement"). The descriptions of
the Amended 2017 Plan contained herein and in the 2022 Proxy Statement are
qualified in their entirety by reference to the full text of the Amended 2017
Plan, a copy of which is filed as Annex A to the 2022 Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJune 7, 2022 , the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders (i) elected each of the Company's ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2023, (ii) ratified the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingJanuary 31, 2023 , (iii) approved the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan, (iv) approved, in an advisory, non-binding vote, the compensation of the Company's named executive officers, and (v) voted against the shareholder proposal regarding a supply chain report. The results of the voting on the proposals presented at the Annual Meeting were as follows:
1. Proposal No. 1: Election of Directors.
Broker
Nominee For Against Abstain Non-Vote
Edward N. Antoian 81,062,497 693,852 55,504 5,600,563
Kelly Campbell 81,180,843 575,406 55,604 5,600,563
Harry S. Cherken, Jr. 77,046,919 4,708,116 56,818 5,600,563
Mary C. Egan 81,729,061 27,393 55,399 5,600,563
Margaret A. Hayne 79,144,426 2,612,696 54,731 5,600,563
Richard A. Hayne 81,102,022 653,479 56,352 5,600,563
Amin N. Maredia 81,446,040 309,798 56,015 5,600,563
Wesley S. McDonald 81,439,516 315,502 56,835 5,600,563
Todd R. Morgenfeld 81,423,494 331,721 56,638 5,600,563
John C. Mulliken 81,286,708 468,532 56,613 5,600,563
2. Proposal No. 2: Ratification of the appointment of
For Against Abstain Broker Non-Vote 87,203,901 141,287 67,228 0 3. Proposal No. 3: Approval of the Amended and Restated Urban Outfitters 2017 Stock Incentive Plan. For Against Abstain Broker Non-Vote 80,337,681 1,420,296 53,876 5,600,563
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4. Proposal No. 4: Advisory, non-binding vote to approve executive compensation. For Against Abstain Broker Non-Vote 81,203,671 548,016 60,166 5,600,563
4. Proposal No. 5: Shareholder proposal regarding a supply chain report.
For Against Abstain Broker Non-Vote 12,689,533 66,406,647 2,715,673 5,600,563 Item 8.01. Other Events. Board Committees
Following the Annual Meeting, the Company's Board of Directors (the "Board")
elected
Harry S. Mary Margaret
Edward N. Kelly Cherken, C. A. Richard A. Amin N. Wesley Todd R. John C.
Antoian Campbell Jr. Egan Hayne Hayne Maredia McDonald Morgenfeld Mulliken
Chairman of the Board X
Lead Independent Director X
Committee Memberships
Audit X Chair X
Compensation and
Leadership Development X X X Chair
Nominating and Governance X X Chair
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