Current Report · Items 5.07, 9.01 · 8-K
Under Armour, Inc.
Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on August 26, 2026. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was May 29, 2026.…
Company context
Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer and distributor of branded athletic performance apparel, footwear and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better.
Current securities
Disclosure sections
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on August 26, 2026. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was May 29, 2026.
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 Broker
Authority To Non-Votes
Vote
───────────────────────────────────────────────────────────────────────────
Douglas E. Coltharp 451,050,542 2,471,485 24,878,365
Jerri L. DeVard 440,502,440 13,019,587 24,878,365
Mohamed A. El-Erian 451,055,017 2,467,010 24,878,365
Carolyn N. Everson 440,672,869 12,849,158 24,878,365
Dawn N. Fitzpatrick 452,258,682 1,263,345 24,878,365
David W. Gibbs 451,481,809 2,040,218 24,878,365
Eric T. Olson 431,702,312 21,819,715 24,878,365
Kevin A. Plank 440,754,848 12,767,179 24,878,365
Eugene D. Smith 440,647,683 12,874,344 24,878,365
Robert J. Sweeney 452,280,375 1,241,652 24,878,365
Patrick W. Whitesell 452,282,308 1,239,719 24,878,365
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
─────────────────────────────────────────────────────────────────
447,520,994 5,729,825 271,208 24,878,365
Proposal 3
The stockholders approved the Company’s Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”) to increase the number of Class C shares reserved for issuance, among other changes. The voting results were as follows:
For Against Abstain Broker Non-Votes
──────────────────────────────────────────────────────────────────
441,500,764 11,890,670 130,593 24,878,365
A description of the 2005 Plan is included in Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 15, 2026, which description is incorporated herein by reference. Such description does not purport to be complete, and is qualified in its entirety by reference to the 2005 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Proposal 4
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The voting results were as follows:
For Against Abstain
───────────────────────────────────────────
473,445,403 4,741,568 213,421
No other matters were submitted for stockholder action.