URBAN OUTFITTERS, INC. (NASDAQ:URBN) Files An 8-K Submission of Matters to a Vote of Security Holders

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URBAN OUTFITTERS, INC. (NASDAQ:URBN) Files An 8-K Submission of Matters to a Vote of Security Holders

URBAN OUTFITTERS, INC. (NASDAQ:URBN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.

On June 4, 2019, Urban Outfitters, Inc. (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 2020, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020 and (iii) approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers. No action was taken with respect to the shareholder proposal regarding supply chain transparency described in the Company’s Proxy Statement for the Annual Meeting as neither the proponent, nor a representative qualified under state law to present the proposal on behalf of the proponent, attended the meeting to present such proposal. The results of the voting on the proposals presented at the Annual Meeting were as follows:

1. Proposal No. 1: Election of Directors.

Board Committees

Following the Annual Meeting, the Company’s Board of Directors (the “Board”) reconstituted the membership of its Board committees to replace vacancies created as a result of certain Board members not standing for reelection and to assign appropriate committee responsibilities to the two new directors. The following table reflects the new Board positions:

Share Repurchase Program

On June 4, 2019, the Board approved a share repurchase program that authorized the repurchase of 20 million of the Company’s common shares, from time to time at the Company’s 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 6,333,957 shares remaining as of June 4, 2019 under its previous share repurchase program authorized by the Board in August 2017, to which the Company has repurchased 8,068,196 shares year-to-date as of June 4, 2019.


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.