URBAN OUTFITTERS, INC. (NASDAQ:URBN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August22, 2017, the Board of Directors (the “Board”) of Urban Outfitters, Inc. (the “Company”) increased the size of the Board from nine to ten members and, upon the recommendation of the Nominating and Governance Committee, elected Sukhinder Singh Cassidy to serve as a director. Ms.Cassidy will immediately begin serving for a term that expires at the 2018 Annual Meeting of Shareholders of the Company. The Board determined that Ms.Cassidy is an independent director under the listing standards of the NASDAQ Global Select Market. Ms.Cassidy will initially serve on the Nominating and Governance Committee of the Board.

In connection with her election and service to the Board, Ms.Cassidy will receive the same compensation from and after August22, 2017 as all other non-employee directors of the Company, as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April3, 2017.

There is no arrangement or understanding between Ms.Cassidy and any other persons to which Ms.Cassidy was selected as an director. There are no family relationships between Ms.Cassidy and any director or executive officer of the Company and no transactions involving Ms.Cassidy that would require disclosure under Item404(a) of Regulation S-K.

Reference is made to the press release issued by the Company on August24, 2017 and filed as Exhibit 99.1 hereto.

On August24, 2017, the Company announced that the Board approved a share repurchase program that authorized the repurchase of 20million of the Company’s common shares, from time to time at its 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 Company’s right to repurchase 985,354 shares remaining as of August24, 2017 under its previous share repurchase program authorized by the Board of Directors in February 2015.

Reference is made to the press release issued by the Company on August24, 2017 and filed as Exhibit 99.1 hereto.

URBAN OUTFITTERS INC Exhibit
EX-99.1 2 d446323dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 URBAN OUTFITTERS,…
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About URBAN OUTFITTERS, INC. (NASDAQ:URBN)

Urban Outfitters, Inc. is a lifestyle specialty retail company. The Company operates through two segments: Retail and Wholesale. The Company’s Retail segment consists of its Urban Outfitters, Anthropologie, Free People, Terrain and Bhldn brands, whose merchandise is sold to its customers through retail stores, Websites, mobile applications, catalogs and customer contact centers. The Retail segment also includes Vetri Family, which operates restaurants under the names Amis, Alla Spina, Lo Spiedo, Pizzeria Vetri and Osteria. Its Wholesale segment consists of the Free People wholesale division that primarily designs, develops and markets young women’s contemporary casual apparel and shoes through individual and chain specialty stores and department stores. The Company’s Wholesale segment includes Free People-branded tops, bottoms, sweaters, dresses, intimates, shoes and activewear, which are sold through department and specialty stores around the world, and its Free People stores.