Edgar Filing: Under Armour, Inc.

UNDER ARMOUR, INC.

Date: May 14, 2018

/s/ JOHN P. STANTON

John P. Stanton

Executive Vice President, General Counsel & Secretary

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2018

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-33202	52-1990078
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1020 Hull Street, Baltimore, Maryland		21230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 454-6428

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Under Armour, Inc. (the “Company”) was held on May 9, 2018. At the Annual Meeting, the stockholders voted on three proposals and cast their votes as described below. The record date for this meeting was February 23, 2018.

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. The voting results were as follows:


Nominees	For		Withhold Authority To Vote		Broker Non-Votes
Kevin A. Plank		422,624,646		2,565,639		60,018,367
George W. Bodenheimer		420,500,975		4,689,310		60,018,367
Douglas E. Coltharp		422,751,712		2,438,573		60,018,367
Jerri L. DeVard		420,739,857		4,450,428		60,018,367
Karen W. Katz		405,959,478		19,230,807		60,018,367
A.B. Krongard		422,634,581		2,555,704		60,018,367
William R. McDermott		397,177,276		28,013,009		60,018,367
Eric T. Olson		405,607,390		19,582,895		60,018,367
Harvey L. Sanders		419,983,451		5,206,834		60,018,367

Proposal 2

The stockholders approved the Company’s executive compensation, in a non-binding advisory vote. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
405,547,105	19,241,861	401,319	60,018,367

Proposal 3

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. The voting results were as follows:


For	Against	Abstain
481,516,846	3,083,419	608,387

No other matters were submitted for stockholder action.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.