UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
URBAN OUTFITTERS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of
URBAN OUTFITTERS, INC.
To Be Held On:
June 2, 2015, at 10:30 a.m.
5000 South Broad Street, Building 543, Philadelphia, Pennsylvania
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This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 15, 2015 to facilitate timely delivery, otherwise you will not receive a paper or e-mail copy.
Please visit http://proxy.urbn.com, where the following materials are available for view:
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• Notice of Annual Meeting of Shareholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K
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| TO REQUEST MATERIAL: | TELEPHONE: (800) 220-9700 | |||
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E-MAIL: proxymaterial@urbanout.com | ||||
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WEBSITE: http://proxy.urbn.com | ||||
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TO VOTE: |
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ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. | ||
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TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. | ||||
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MAIL: You may request a card by following the instructions above. | ||||
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Proxies submitted by telephone, mail, internet or other electronic means must be received by 5:00 P.M. EDT the day before the meeting date. | ||||
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IN PERSON: You may vote your shares in person by attending the Annual Meeting. | ||||
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.
1. Election of Directors: |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. | |
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NOMINEES: Edward N. Antoian Scott A. Belair Harry S. Cherken, Jr. Margaret A. Hayne Richard A. Hayne Elizabeth Ann Lambert Joel S. Lawson III Robert H. Strouse |
2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2016. | |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RE-APPROVAL OF THE URBAN OUTFITTERS EXECUTIVE INCENTIVE PLAN. | ||
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3. To re-approve the Urban Outfitters Executive Incentive Plan. | ||
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” PROPOSAL 4. | ||
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4. Shareholder proposal regarding human rights report. | ||
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” PROPOSAL 5. | ||
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5. Shareholder proposal regarding proxy access. | ||
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Please note that you cannot use this notice to vote by mail. |
These items of business are more fully described in the proxy statement. The record date for the Annual Meeting is March 11, 2015. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. |
ANNUAL MEETING OF SHAREHOLDERS OF
URBAN OUTFITTERS, INC.
June 2, 2015
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PROXY VOTING INSTRUCTIONS
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NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://proxy.urbn.com
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i Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet or telephone. i
| ¢ | 00033333333333330000 0 | 060215 |
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x |
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR, “FOR” THE RATIFICATION OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016, “FOR” THE RESOLUTION TO RE-APPROVE THE URBAN OUTFITTERS EXECUTIVE INCENTIVE PLAN, “AGAINST” PROPOSAL 4 AND “AGAINST” PROPOSAL 5.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSALS 4 AND 5.
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1. | Election of Directors: | FOR | AGAINST | ABSTAIN | |||||||||||
| Edward N. Antoian |
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| Scott A. Belair |
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| Harry S. Cherken, Jr. |
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| Margaret A. Hayne |
¨ | ¨ | ¨ | |||||||||||||
| Richard A. Hayne |
¨ | ¨ | ¨ | |||||||||||||
| Elizabeth Ann Lambert |
¨ | ¨ | ¨ | |||||||||||||
| Joel S. Lawson III |
¨ | ¨ | ¨ | |||||||||||||
| Robert H. Strouse |
¨ | ¨ | ¨ | |||||||||||||
| 2. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2016. | ¨ | ¨ | ¨ | ||||||||||||
| 3. | To re-approve the Urban Outfitters Executive Incentive Plan. | ¨ | ¨ | ¨ | ||||||||||||
| 4. | Shareholder proposal regarding human rights report. | ¨ | ¨ | ¨ | ||||||||||||
| 5. | Shareholder proposal regarding proxy access. |
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| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ¨ | You are urged to sign and return this proxy so that you may be sure that your shares will be voted.
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| Signature of Shareholder | Date: | Signature of Shareholder | Date: | |||||||||||||||
| ¢ | Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ¢ |