Form 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 1, 2012

 

 

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))

 

 

 


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 1, 2012. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.

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

     139,800,490         643,532         8,446,578   

Byron K. Adams, Jr.

     139,388,355         1,055,667         8,446,578   

Douglas E. Coltharp

     140,183,775         260,247         8,446,578   

Anthony W. Deering

     139,373,771         1,070,251         8,446,578   

A.B. Krongard

     140,198,932         245,090         8,446,578   

William R. McDermott

     138,568,725         1,875,297         8,446,578   

Harvey L. Sanders

     139,354,940         1,089,082         8,446,578   

Thomas J. Sippel

     139,379,767         1,064,255         8,446,578   

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

136,144,622   4,272,149   27,251   8,446,578

Proposal 3

The stockholders approved an amendment to the Company’s Amended and Restated 2005 Omnibus Long-Term Incentive Plan related to performance based equity awards. The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

138,539,052   1,882,113   22,857   8,446,578

Proposal 4

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012. The voting results were as follows:

 

For

 

Against

 

Abstain

148,627,711   229,003   33,886

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 7, 2012   By:  

/s/ JOHN P. STANTON

    John P. Stanton
    Vice President, Corporate Governance and Compliance and Secretary