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
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May23, 2017, Urban Outfitters, Inc. (the Company) held its
Annual Meeting of Shareholders (the Annual Meeting). At the
Annual Meeting, the Companys shareholders approved the Urban
Outfitters 2017 Stock Incentive Plan (the Plan). The Plan
provides for various types of equity awards that may be made to
officers, other employees, consultants, and non-employee
directors of the Company and its subsidiaries. The types of
awards authorized under the Plan include restricted stock,
restricted stock units, incentive stock options, non-qualified
stock options, stock appreciation rights and stock grants. An
aggregate of 10,000,000 common shares of the Company may be
delivered to such awards. As of the date of this report, no
awards have been made under the Plan.
The Plan is described in detail in Proposal 3 in the Companys
proxy statement for the Annual Meeting, filed with the Securities
and Exchange Commission (the SEC) on April3, 2017 (the 2017 Proxy
Statement). The descriptions of the Plan contained herein and in
the 2017 Proxy Statement are qualified in their entirety by
reference to the full text of the Plan, a copy of which is filed
as Exhibit10.7 to the Companys Annual Report on Form 10-K filed
with SEC on April3, 2017.
Attached hereto as Exhibits 99.1 through 99.5 are forms of award
agreements to be used in connection with grants of restricted
stock units, incentive stock options, non-qualified stock options
and stock appreciation rights to eligible participants in the
Plan.
Item5.07. Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting held on May23, 2017, the Companys
shareholders (i)elected each of the Companys nine nominees for
director to serve a term expiring at the Annual Meeting of
Shareholders in 2018, (ii) ratified the appointment of Deloitte
Touche LLP as the Companys independent registered public
accounting firm for the fiscal year ending January31, 2018, (iii)
approved the Plan, (iv)approved, in an advisory, non-binding
vote, the compensation of the Companys named executive officers,
and (v)recommended, in a non-binding, advisory vote,
that future advisory votes to approve the compensation of the
Companys named executive officers be held every three years. The
results of the voting were as follows:
1. Proposal No.1:
Election of Directors.
|
Nominee |
For | Against | Abstain | BrokerNon-Vote | ||||||||||||
|
Edward N. Antoian |
101,874,511 | 707,542 | 53,074 | 4,466,622 | ||||||||||||
|
Scott A. Belair |
62,787,897 | 39,794,007 | 53,074 | 4,466,771 | ||||||||||||
|
Harry S. Cherken, Jr. |
63,244,237 | 39,337,447 | 53,294 | 4,466,771 | ||||||||||||
|
Scott Galloway |
102,083,558 | 498,462 | 53,074 | 4,466,655 | ||||||||||||
|
Margaret A. Hayne |
99,939,796 | 2,648,135 | 47,162 | 4,466,656 | ||||||||||||
|
Richard A. Hayne |
101,222,089 | 1,191,565 | 221,440 | 4,466,655 | ||||||||||||
|
Elizabeth Ann Lambert |
101,757,590 | 828,318 | 49,184 | 4,466,657 | ||||||||||||
|
Joel S. Lawson III |
100,048,986 | 2,533,034 | 53,074 | 4,466,655 | ||||||||||||
|
Robert H. Strouse |
83,983,674 | 18,598,422 | 52,997 | 4,466,656 |
2. Proposal No.2:
Ratification of the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for Fiscal
Year 2018.
| For | Against | Abstain | BrokerNon-Vote | |||||||||||
| 106,808,548 | 230,704 | 62,463 |
3. Proposal No.3:
Approval of the Urban Outfitters 2017 Stock Incentive
Plan.
| For | Against | Abstain | BrokerNon-Vote | |||||||||||
| 83,719,290 | 18,862,656 | 53,146 | 4,466,657 |
4. Proposal No.4:
Advisory, non-binding vote to approve executive
compensation.
| For | Against | Abstain | BrokerNon-Vote | |||||||||||
| 101,612,242 | 961,595 | 61,140 | 4,466,772 |
5. Proposal No.5:
Advisory, non-binding vote on the frequency of future advisory
votes to approve executive compensation.
| Everyyear | Everytwoyears | Everythreeyears | Abstain | BrokerNon-Vote | ||||||||||||||
| 51,196,165 | 29,429 | 51,309,850 | 99,532 | 4,466,773 |
At the Annual
Meeting, the Companys shareholders recommended, consistent with
the recommendation of the Board of Directors, that the Company
hold future advisory votes to approve executive compensation
every three years. The Company received proxies representing
approximately 500,000 shares after the deadline for voting by
proxy, however, which are not included in the results provided
above. Had those proxies been timely submitted, the
recommendation of the Companys shareholders would have been that
the Company hold future advisory votes to approve executive
compensation every year.
The Board of
Directors is considering the appropriate frequency of future
advisory votes to approve executive compensation in light of the
results of the advisory vote and the additional untimely proxies
received after the deadline, and will disclose its determination
with respect thereto no later than October5, 2017.
Item9.01.
Financial Statements and Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 | Form of 2017 PlanNon-Qualified Stock Option Agreement. | |
| 99.2 |
Form of 2017 PlanNon-Qualified Stock Option Agreement for Non-Employee Directors. |
|
| 99.3 | Form of 2017 PlanIncentive Stock Option Agreement. | |
| 99.4 | Form of 2017 PlanPerformance/Restricted Stock Unit Agreement. | |
| 99.5 | Form of 2017 PlanStock Appreciation Right Agreement. |
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. URBAN OUTFITTERS, INC. (NASDAQ:URBN) Recent Trading Information
URBAN OUTFITTERS, INC. (NASDAQ:URBN) closed its last trading session up +0.03 at 19.10 with 2,101,858 shares trading hands.