May 16, 2014 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 13, 2014
________________________________________________________________________________  
UNDER ARMOUR, INC.
 ________________________________________________________________________________ 
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))

 
 
 
 
 





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 13, 2014. 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 21, 2014. Subsequent to the record date, the Board of Directors of the Company approved a two-for-one stock split of the Company’s common stock effective April 14, 2014. The shares voted reflect pre-split shares outstanding.

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:

 
 
Withhold Authority to Vote
Broker
Non-Votes
Nominees
For
Kevin A. Plank
259,140,173
1,263,083
16,681,391
Byron K. Adams, Jr.
258,664,864
1,738,392
16,681,391
Douglas E. Coltharp
260,181,673
221,583
16,681,391
Anthony W. Deering
260,214,755
188,501
16,681,391
A.B. Krongard
260,092,398
310,858
16,681,391
William R. McDermott
257,851,605
2,551,651
16,681,391
Eric T. Olson
260,174,206
229,050
16,681,391
Harvey L. Sanders
260,213,613
189,643
16,681,391
Thomas J. Sippel
258,661,458
1,741,798
16,681,391

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
259,954,694
312,930
135,632
16,681,391

Proposal 3

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014. The voting results were as follows:

For
Against
Abstain
259,954,694
312,930
135,632

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.
 
 
UNDER ARMOUR, INC.
 
 
 
 
Date: May 16, 2014
 
By:
 
/s/ JOHN STANTON
 
 
 
 
John Stanton
 
 
 
 
Senior Vice President, General Counsel & Secretary