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 29, 2015
________________________________________________________________________________  
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 29, 2015. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was February 25, 2015.

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
476,853,947
2,276,138
46,511,500
Byron K. Adams, Jr.
478,727,378
402,707
46,511,500
George W. Bodenheimer
478,722,829
407,256
46,511,500
Douglas E. Coltharp
478,706,445
423,640
46,511,500
Anthony W. Deering
478,695,205
434,880
46,511,500
Karen W. Katz
478,743,645
386,440
46,511,500
A.B. Krongard
478,557,497
572,588
46,511,500
William R. McDermott
476,330,558
2,799,527
46,511,500
Eric T. Olson
478,676,999
453,086
46,511,500
Harvey L. Sanders
478,722,701
407,384
46,511,500

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
477,373,549
1,453,457
303,079
46,511,500

Proposal 3

The stockholders approved the Company’s Second Amended and Restated 2005 Omnibus Long-Term Incentive Plan. The voting results were as follows:
For
Against
Abstain
Broker Non-Votes
447,578,082
31,248,237
303,766
46,511,500

Proposal 4

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015. The voting results were as follows:
For
Against
Abstain
524,508,100
789,692
343,793

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 4, 2015
 
By:
 
/s/ JOHN P. STANTON
 
 
 
 
John P. Stanton
 
 
 
 
Senior Vice President, General Counsel & Secretary