Under Armour (NYSE: UAA) investors back board, pay and auditor votes

Rhea-AI Filing Summary

Under Armour, Inc. reported results from its Annual Meeting of Stockholders held on September 3, 2025. Stockholders elected all nominated directors to the Board, with each nominee receiving a substantial majority of votes cast and typical broker non-votes recorded.

In a non-binding advisory vote on executive compensation, stockholders approved the company’s pay programs by 435,912,978 votes for, 22,420,861 against, and 3,126,463 abstentions, with 25,036,187 broker non-votes. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, by 476,031,202 votes for, 10,298,526 against, and 166,761 abstentions.

A stockholder proposal presented at the meeting was not approved, receiving 11,823,025 votes for, 446,229,645 against, 3,407,632 abstentions, and 25,036,187 broker non-votes. No other matters were submitted for stockholder action.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 3, 2025

________________________________________________________________________________  

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 September 3, 2025. At the Annual Meeting, the stockholders voted on four proposals and cast their votes as described below. The record date for this meeting was June 6, 2025.

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			456,994,036			4,466,266			25,036,187
Jerri L. DeVard			422,567,551			38,892,751			25,036,187
Mohamed A. El-Erian			451,037,927			10,422,375			25,036,187
Carolyn N. Everson			427,611,720			33,848,582			25,036,187
Dawn N. Fitzpatrick			460,421,563			1,038,739			25,036,187
David W. Gibbs			454,378,620			7,081,682			25,036,187
Eric T. Olson			414,166,534			47,293,768			25,036,187
Kevin A. Plank			432,664,825			28,795,477			25,036,187
Eugene D. Smith			452,891,707			8,568,595			25,036,187
Robert J. Sweeney			460,428,863			1,031,439			25,036,187
Patrick W. Whitesell			456,217,078			5,243,224			25,036,187

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
435,912,978			22,420,861			3,126,463			25,036,187

Proposal 3

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The voting results were as follows:

For			Against			Abstain
476,031,202			10,298,526			166,761

Proposal 4

The stockholders did not approve a stockholder proposal that was submitted at the Annual Meeting. The voting results were as follows:

For			Against			Abstain			Broker Non-Votes
11,823,025			446,229,645			3,407,632			25,036,187

No other matters were submitted for stockholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit
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: September 8, 2025

By:

/s/ MEHRI SHADMAN

Mehri Shadman

Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What did Under Armour (UAA) stockholders vote on at the 2025 annual meeting?

Stockholders voted on four items: the election of directors, a non-binding advisory vote to approve executive compensation, ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, and one stockholder proposal.

Were all Under Armour director nominees elected at the 2025 annual meeting?

Yes. All nominees listed, including Kevin A. Plank, Douglas E. Coltharp, Mohamed A. El-Erian, and others, were elected to serve on the Board of Directors until the next Annual Meeting and until their successors are elected and qualified.

How did Under Armour (UAA) stockholders vote on executive compensation?

In the non-binding advisory vote on executive compensation, 435,912,978 votes were cast in favor, 22,420,861 against, and 3,126,463 abstained, with 25,036,187 broker non-votes, resulting in approval of the company’s executive pay program.

Did Under Armour stockholders ratify the company’s auditor for fiscal 2026?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Under Armour’s independent registered public accounting firm for the fiscal year ending March 31, 2026, with 476,031,202 votes for, 10,298,526 against, and 166,761 abstentions.

What happened to the stockholder proposal presented at Under Armour’s 2025 annual meeting?

The stockholder proposal was not approved. It received 11,823,025 votes for, 446,229,645 against, 3,407,632 abstentions, and 25,036,187 broker non-votes.

When was Under Armour’s 2025 Annual Meeting of Stockholders held and what was the record date?

The Annual Meeting of Stockholders was held on September 3, 2025, and the record date for determining stockholders entitled to vote was June 6, 2025.