Under Armour holders back pay plan, auditor

Under Armour, Inc. (UA) reported the results of its August 26, 2026 Annual Meeting of Stockholders.

Rhea-AI Filing Summary

Under Armour, Inc. (UA) reported the results of its August 26, 2026 Annual Meeting of Stockholders. Stockholders elected 11 directors, each receiving more than 431 million votes "for," with Douglas E. Coltharp and Mohamed A. El-Erian each receiving over 451 million votes for election.

Stockholders approved, on a non-binding advisory basis, the company’s executive compensation by a vote of 447,520,994 for, 5,729,825 against, and 271,208 abstentions, with 24,878,365 broker non-votes. They also approved the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, with 441,500,764 for, 11,890,670 against, and 130,593 abstentions.

In addition, stockholders ratified PricewaterhouseCoopers LLP as Under Armour’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 473,445,403 for, 4,741,568 against, and 213,421 abstentions. No other matters were submitted for action.

Filing Explained

The August 26 meeting completed approval of the amended 2005 Plan, increasing Class C shares reserved for future issuance; that creates additional issuance capacity that could dilute existing holders if shares are later issued, but this 8-K does not report an issuance.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Votes for executive compensation: 447,520,994 votes Votes for 2005 Omnibus Long-Term Incentive Plan: 441,500,764 votes Votes for auditor ratification: 473,445,403 votes +4 more

7 metrics

Votes for executive compensation 447,520,994 votes Non-binding advisory vote on executive compensation at the August 26, 2026 Annual Meeting

Votes for 2005 Omnibus Long-Term Incentive Plan 441,500,764 votes Approval of Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan

Votes for auditor ratification 473,445,403 votes Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for FY ending March 31, 2027

Highest director "for" votes 452,282,308 votes Votes for director nominee Patrick W. Whitesell

Lowest director "for" votes 431,702,312 votes Votes for director nominee Eric T. Olson

Broker non-votes on Proposal 2 24,878,365 votes Broker non-votes on non-binding advisory vote on executive compensation

Annual Meeting date August 26, 2026 Date the Annual Meeting of Stockholders was held

Key Terms

non-binding advisory vote, broker non-votes, independent registered public accounting firm, Omnibus Long-Term Incentive Plan

4 terms

non-binding advisory vote regulatory

"The stockholders approved the Company’s executive compensation, in a non-binding advisory vote."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 447,520,994 | 5,729,825 | 271,208 | 24,878,365"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Omnibus Long-Term Incentive Plan financial

"Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the key outcomes of Under Armour (UA) 2026 annual meeting?

Stockholders elected 11 directors, approved executive compensation in a non-binding advisory vote, approved the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027.

How did Under Armour (UA) stockholders vote on executive compensation in 2026?

Under Armour stockholders approved executive compensation on a non-binding advisory basis with 447,520,994 votes for, 5,729,825 against, 271,208 abstentions, and 24,878,365 broker non-votes, indicating overall support for the company’s named executive officer pay program as presented.

What was the voting result for Under Armour’s 2005 Omnibus Long-Term Incentive Plan amendment?

Stockholders approved the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, which increases Class C shares reserved for issuance, with 441,500,764 votes for, 11,890,670 against, 130,593 abstentions, and 24,878,365 broker non-votes.

Which auditor did Under Armour (UA) stockholders ratify for fiscal 2027?

Stockholders ratified PricewaterhouseCoopers LLP as Under Armour’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 473,445,403 votes for, 4,741,568 against, and 213,421 abstentions.

Did all Under Armour (UA) director nominees get elected at the 2026 annual meeting?

Yes. All 11 nominees were elected. For example, Douglas E. Coltharp received 451,050,542 votes for and 2,471,485 withheld, while Eric T. Olson, who received the lowest support among nominees, still had 431,702,312 votes for and 21,819,715 withheld.

What was the record date for Under Armour (UA) 2026 annual meeting?

The record date for Under Armour’s 2026 Annual Meeting of Stockholders was May 29, 2026. Stockholders of record as of that date were entitled to vote on the four proposals presented at the August 26, 2026 meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 05:01 PM EDT Accepted by SEC EDGAR 08/27/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): August 26, 2026

________________________________________________________________________________  

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.)

101 Performance Drive, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock			UAA			New York Stock Exchange
Class C Common Stock			UA			New York Stock Exchange
(Title of each class)			(Trading Symbols)			(Name of each exchange on which registered)

 ________________________________________________ 

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 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 Authority To  Vote			Broker Non-Votes
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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit
10.1									Under Armour, Inc. Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan.
101						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 27, 2026

By:

/s/ MEHRI SHADMAN

Mehri Shadman

Chief Legal and People Officer, Corporate Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 258.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB