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): April 28, 2016
________________________________________________________________________________  
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 April 28, 2016. 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 26, 2016.

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
454,752,947
2,110,321
51,339,237
Byron K. Adams, Jr.
455,468,645
1,394,623
51,339,237
George W. Bodenheimer
455,908,408
954,860
51,339,237
Douglas E. Coltharp
421,893,611
34,969,657
51,339,237
Anthony W. Deering
422,006,194
34,857,074
51,339,237
Karen W. Katz
455,762,545
1,100,723
51,339,237
A.B. Krongard
421,751,478
35,111,790
51,339,237
William R. McDermott
454,155,682
2,707,586
51,339,237
Eric T. Olson
455,286,822
1,576,446
51,339,237
Harvey L. Sanders
455,269,867
1,593,401
51,339,237

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
454,657,555
1,767,848
437,865
51,339,237


Proposal 3

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. The voting results were as follows:

For
Against
Abstain
506,728,898
1,215,303
258,304

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 2, 2016
 
By:
/s/ JOHN P. STANTON
 
 
 
John P. Stanton
 
 
 
Senior Vice President, General Counsel & Secretary