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 31, 2017
________________________________________________________________________________  
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))

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

The Annual Meeting of Stockholders (the “Annual Meeting”) of Under Armour, Inc. (the “Company”) was held on May 31, 2017. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was March 17, 2017.

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
409,911,798
2,515,392
77,637,655
George W. Bodenheimer
410,793,536
1,633,654
77,637,655
Douglas E. Coltharp
410,575,491
1,851,699
77,637,655
Anthony W. Deering
410,633,655
1,793,535
77,637,655
Jerri L. DeVard
410,960,683
1,466,507
77,637,655
Karen W. Katz
393,031,015
19,396,175
77,637,655
A.B. Krongard
410,471,107
1,956,083
77,637,655
William R. McDermott
388,377,694
24,049,496
77,637,655
Eric T. Olson
393,038,637
19,388,553
77,637,655
Harvey L. Sanders
410,628,854
1,798,336
77,637,655

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
403,279,101
8,685,817
462,272
77,637,655

Proposal 3

The stockholders recommended, in a non-binding advisory vote, that the frequency of future say on pay votes be held every year. The voting results were as follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
407,654,505
431,552
3,953,963
387,170
77,637,655

Based on the voting results, and consistent with the Board of Directors’ recommendation in the Proxy Statement, the Board has adopted a policy to hold a say on pay vote every year.

Proposal 4

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017. The voting results were as follows:
For
Against
Abstain
486,611,164
2,810,131
643,550

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: June 5, 2017
 
By:
 
/s/ John P. Stanton
 
 
 
 
John P. Stanton
 
 
 
 
Senior Vice President, General Counsel & Secretary