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Urban Outfitters 8-K 2013

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1
Urban Outfitters Inc--Form 8-K

 

 

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) May 28, 2013

 

 

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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

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 Company’s 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 Company’s 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 Company’s 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.

 

Directors

   For      Withheld      Broker Non-Vote  

Scott A. Belair

     78,566,070         53,109,470         2,849,018   

Robert H. Strouse

     106,729,938         24,945,602         2,849,018   

Margaret A. Hayne

     95,162,929         36,512,611         2,849,018   

2. Proposal No. 2: Re-approval of the performance goals included in the Urban Outfitters 2008 Stock Incentive Plan.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

77,308,385    54,350,756    16,574    2,848,843

3. Proposal No. 3: Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

130,072,645    1,350,200    252,694    2,849,019

4. Proposal No. 4: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2014.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

132,936,247    1,579,280    9,030    0

5. Proposal No. 5: Shareholder proposal regarding independent board chair.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

51,035,751    80,318,421    321,540    2,848,846

6. Proposal No. 6: Shareholder proposal regarding board nominee requirements.

 

For

  

Against

  

Abstain

  

Broker Non-Vote

35,366,830    91,388,851    4,919,858    2,849,019


Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number

  

Description

3.1    Amendment #2 to the Amended and Restated Articles of Incorporation of Urban Outfitters, Inc.


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: May 31, 2013     By:  

/s/ Richard A. Hayne

      Richard A. Hayne
      Chief Executive Officer
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