UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
UNDER ARMOUR, INC.
(Name of registrant as specified in its
charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| (1) | Title of each class of securities to which the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of the transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
| *** Exercise Your Right to Vote *** | ||||||
| Important Notice Regarding the Availability of Proxy Materials for the | ||||||
| Shareholder Meeting to Be Held on August 26, 2015.
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| — Before You Vote — | ||||||
| How to Access the Proxy Materials
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| Proxy Materials Available to VIEW or RECEIVE: | ||||||
| NOTICE AND PROXY STATEMENT | ||||||
| How to View Online: | ||||||
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com. | ||||||
| How to Request and Receive a PAPER or E-MAIL Copy: | ||||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||
| 1) BY INTERNET: | www.proxyvote.com | |||||
| 2) BY TELEPHONE: | 1-800-579-1639 | |||||
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||
| * If requesting materials by e-mail, please send a
blank e-mail with the information that is printed in the box marked by the arrow
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| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before August 12, 2015 to facilitate timely delivery.
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— How To Vote — | ||||||
| Please Choose One of the Following Voting Methods
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| Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | ||||||
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. | |||||
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items |
| The Board of Directors recommends you vote FOR proposals 1, 2 and 3: | ||||||
| 1. | To amend the Company’s Charter as described in the Proxy Statement to: | |||||
| 1(a) | provide that each share of Class B Common Stock will convert into one share of Class A Common Stock if Kevin Plank sells more than a specified number of shares of Company common stock in any calendar year; | |||||
| 1(b) | provide that each share of Class B Common Stock will convert into one share of Class A Common Stock if Kevin Plank resigns from the Company or his employment with the Company is terminated for cause; | |||||
| 1(c) | provide for the equal treatment of shares of Class A Common Stock and Class B Common Stock in certain transactions (the “Equal Treatment Provision”); | |||||
| 1(d) | enhance board independence requirements (the “Board Independence Provisions”); and | |||||
| 1(e) | provide that the Equal Treatment Provision and the Board Independence Provisions cannot be amended unless declared advisable by the Board of Directors (including 75% of the independent directors) and approved by at least 75% of the votes entitled to be cast by the holders of (1) the Class A Stock, voting as a single class, and (2) the Class B Stock, voting as a single class. | |||||
| 2. | To amend the Company’s 2005 Omnibus Long-Term Incentive Plan to allow the award of shares of the Company’s Class C Common Stock under the Plan. | |||||
| 3. | To approve the adoption of a new Class C Employee Stock Purchase Plan. | |||||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||||
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