Urban Outfitters (NASDAQ: URBN) shareholders back board, auditor and say-on-pay

Rhea-AI Filing Summary

Urban Outfitters, Inc. reported the results of its Annual Meeting of Shareholders held on June 3, 2026. Shareholders elected all ten director nominees to serve until the 2027 annual meeting, with each nominee receiving over 72 million votes in favor.

Shareholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with about 76.2 million votes in favor and minimal opposition. In addition, the advisory, non-binding proposal to approve compensation for the company’s named executive officers passed with approximately 73.0 million votes in favor, compared with about 0.7 million against and 57,745 abstentions, alongside 3.8 million broker non-votes.

8-K Event Classification

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

1 item

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.

Key Figures

Number of directors elected: 10 directors Highest director votes for: 73,203,104 shares Auditor ratification votes for: 76,198,184 shares +4 more

7 metrics

Number of directors elected 10 directors Annual Meeting of Shareholders on June 3, 2026

Highest director votes for 73,203,104 shares Votes for director nominee Kelly Campbell

Auditor ratification votes for 76,198,184 shares Ratification of Deloitte & Touche LLP for Fiscal Year 2027

Auditor ratification votes against 1,403,695 shares Ratification of Deloitte & Touche LLP for Fiscal Year 2027

Say-on-pay votes for 72,960,681 shares Advisory vote to approve executive compensation

Say-on-pay votes against 748,732 shares Advisory vote to approve executive compensation

Broker non-votes on say-on-pay 3,849,901 shares Advisory vote to approve executive compensation

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, advisory, non-binding vote, broker non-vote, +1 more

5 terms

Annual Meeting of Shareholders financial

"On June 3, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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.

advisory, non-binding vote financial

"approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers."

broker non-vote financial

"Broker Non-Vote 3,849,901"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

URBAN OUTFITTERS INC false 0000912615 0000912615 2026-06-03 2026-06-03

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) June 3, 2026

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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $.0001 per share		URBN		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

On June 3, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2027, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027, and (iii) approved, in an advisory, non-binding vote, the compensation of the Company’s named executive officers. The results of the voting on the proposals presented at the Annual Meeting were as follows:

1. Proposal No. 1: Election of Directors.

Nominee		For				Against				Abstain				Broker Non-Vote
Edward N. Antoian			71,987,796				1,764,421				14,942				3,849,900
Kelly Campbell			73,203,104				550,552				13,502				3,849,901
Harry S. Cherken, Jr.			72,572,029				1,180,098				15,032				3,849,900
Mary C. Egan			72,785,049				960,905				21,205				3,849,900
Margaret A. Hayne			73,023,051				727,768				16,340				3,849,900
Richard A. Hayne			72,970,891				781,725				14,543				3,849,900
Amin N. Maredia			72,786,763				959,683				20,713				3,849,900
Wesley S. McDonald			72,486,352				1,266,804				14,001				3,849,902
Todd R. Morgenfeld			73,058,144				694,980				14,035				3,849,900
John C. Mulliken			72,063,987				1,688,176				14,996				3,849,900

2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2027.

For		Against		Abstain		Broker Non-Vote
76,198,184		1,403,695		15,180		0

3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation.

For		Against		Abstain		Broker Non-Vote
72,960,681		748,732		57,745		3,849,901

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: June 5, 2026				By:		/s/ Melanie Marein-Efron
						Melanie Marein-Efron
						Chief Financial Officer

FAQ

What did Urban Outfitters (URBN) shareholders decide at the 2026 annual meeting?

Shareholders elected all ten directors and approved two key proposals. They ratified Deloitte & Touche as auditor for fiscal 2027 and supported, on an advisory basis, the compensation of named executive officers, with strong majorities backing each item.

Were all Urban Outfitters (URBN) director nominees elected in 2026?

Yes, all ten Urban Outfitters director nominees were elected. Each nominee received more than 72 million votes in favor, with relatively low opposition and some broker non-votes, confirming the existing board slate for a term expiring at the 2027 annual meeting.

How did Urban Outfitters (URBN) shareholders vote on the auditor ratification?

Shareholders strongly ratified Deloitte & Touche LLP as auditor. The vote totaled 76,198,184 shares in favor, 1,403,695 shares against, and 15,180 abstentions, with no broker non-votes reported for the fiscal year ending January 31, 2027.

What was the outcome of Urban Outfitters’ (URBN) say-on-pay vote in 2026?

Urban Outfitters’ advisory say-on-pay proposal was approved. Shareholders cast 72,960,681 votes for, 748,732 against, and 57,745 abstentions, with 3,849,901 broker non-votes, indicating general support for the company’s executive compensation program.

When was the Urban Outfitters (URBN) 2026 annual meeting held and who signed the report?

The annual meeting was held on June 3, 2026, and the report was signed by the CFO. Chief Financial Officer Melanie Marein-Efron signed the submission on behalf of Urban Outfitters, confirming the official tabulation of shareholder voting results.

Which proposals were on Urban Outfitters’ (URBN) 2026 annual meeting ballot?

Three proposals went to a shareholder vote. These were the election of ten directors, the ratification of Deloitte & Touche LLP as independent auditor for fiscal 2027, and an advisory, non-binding vote to approve compensation of named executive officers.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB