SEC Form 8-K filed by Urban Outfitters Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 4, 2025

 

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Pennsylvania		000-22754		23-2003332
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5000 South Broad St., Philadelphia, PA				19112-1495
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (215) 454-5500

N/A

(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 (see General Instruction A.2. below):

 

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $.0001 per share		URBN		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

On June 4, 2025, Urban Outfitters, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2026, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, and (iii) approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers. The results of the voting on the proposals presented at the Annual Meeting were as follows:

1. Proposal No. 1: Election of Directors.

 

Nominee		For				Against				Abstain				Broker Non-Vote
Edward N. Antoian			82,042,251				1,147,512				47,029				4,486,276
Kelly Campbell			82,977,388				212,484				46,920				4,486,276
Harry S. Cherken, Jr.			82,445,215				744,736				46,841				4,486,276
Mary C. Egan			82,785,434				390,680				60,678				4,486,276
Margaret A. Hayne			80,626,597				2,563,620				46,575				4,486,276
Richard A. Hayne			82,510,147				680,036				46,609				4,486,276
Amin N. Maredia			82,784,321				391,689				60,782				4,486,276
Wesley S. McDonald			82,491,420				698,599				46,773				4,486,276
Todd R. Morgenfeld			82,910,894				278,952				46,946				4,486,276
John C. Mulliken			82,098,648				1,091,280				46,864				4,486,276

2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2026.

 

For		Against		Abstain		Broker Non-Vote
87,012,328		660,238		50,502		0

3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation.

 

For		Against		Abstain		Broker Non-Vote
80,098,926		3,087,505		50,361		4,486,276

SIGNATURE

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.

 

				URBAN OUTFITTERS, INC.
Date: June 6, 2025				By:		/s/ Melanie Marein-Efron
						Melanie Marein-Efron
						Chief Financial Officer