Urban Outfitters 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 28, 2013
URBAN OUTFITTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Registrants telephone number, including area code (215) 454-5500
(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):
On May 28, 2013, Urban Outfitters, Inc. (the Company) held its Annual Meeting of Shareholders (the Annual Meeting). At the Annual Meeting, the shareholders (i) elected each of the Companys three nominees for Director to serve a term initially expiring at the Annual Meeting of Shareholders in 2014, (ii) re-approved the performance goals included in the Urban Outfitters 2008 Stock Incentive Plan, (iii) approved an amendment to the Companys Amended and Restated Articles of Incorporation (a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K), (iv) ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ended January 31, 2014, (v) defeated the shareholder proposal regarding an independent board chair, and (vi) defeated the shareholder proposal regarding board nominee requirements. The results of the voting were as follows:
1. Proposal No. 1: Election of Directors.
2. Proposal No. 2: Re-approval of the performance goals included in the Urban Outfitters 2008 Stock Incentive Plan.
3. Proposal No. 3: Approval of an amendment to the Companys Amended and Restated Articles of Incorporation.
4. Proposal No. 4: Ratification of the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for Fiscal Year 2014.
5. Proposal No. 5: Shareholder proposal regarding independent board chair.
6. Proposal No. 6: Shareholder proposal regarding board nominee requirements.
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.