8-KFiled Aug 26, 8:00 PM ET

Under Armour, Inc. Reports 2026 Annual Meeting Voting Results

$UAA · Under Armour, Inc.

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Under Armour, Inc. Reports 2026 Annual Meeting Voting Results

What Happened

  • Under Armour, Inc. filed an 8-K reporting the results of its Annual Meeting of Stockholders held on August 26, 2026 (record date May 29, 2026). All 11 director nominees were elected to serve until the next annual meeting. The meeting also included a non‑binding advisory vote on executive compensation (say‑on‑pay), approval of an amendment to the company’s Fifth Amended and Restated 2005 Omnibus Long‑Term Incentive Plan, and ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal 2027.
  • Director election vote totals (For / Withhold / Broker Non‑Votes 24,878,365): Douglas E. Coltharp 451,050,542 / 2,471,485; Jerri L. DeVard 440,502,440 / 13,019,587; Mohamed A. El‑Erian 451,055,017 / 2,467,010; Carolyn N. Everson 440,672,869 / 12,849,158; Dawn N. Fitzpatrick 452,258,682 / 1,263,345; David W. Gibbs 451,481,809 / 2,040,218; Eric T. Olson 431,702,312 / 21,819,715; Kevin A. Plank 440,754,848 / 12,767,179; Eugene D. Smith 440,647,683 / 12,874,344; Robert J. Sweeney 452,280,375 / 1,241,652; Patrick W. Whitesell 452,282,308 / 1,239,719.
  • Other key vote results: Say‑on‑pay approved 447,520,994 For / 5,729,825 Against / 271,208 Abstain (24,878,365 broker non‑votes). Amendment to the 2005 Omnibus Long‑Term Incentive Plan approved 441,500,764 For / 11,890,670 Against / 130,593 Abstain (24,878,365 broker non‑votes). PwC ratified as auditor 473,445,403 For / 4,741,568 Against / 213,421 Abstain.

Key Details

  • Annual Meeting date: August 26, 2026; record date: May 29, 2026.
  • All 11 board nominees elected; vote totals for each nominee are listed above.
  • Say‑on‑pay passed decisively (about 98% of votes cast in favor excluding broker non‑votes).
  • The company filed the amended 2005 Omnibus Long‑Term Incentive Plan as Exhibit 10.1 to the 8‑K.

Why It Matters

  • Board continuity: Election of all nominees maintains the company’s existing board composition, which matters for governance and strategic oversight.
  • Compensation and equity plan approvals: Passing the non‑binding say‑on‑pay and approving the incentive plan amendment allow Under Armour to continue its current executive pay practices and increase shares available under its long‑term incentive program, affecting future equity awards and potential dilution.
  • Auditor ratification: Reappointing PwC provides continuity for the company’s financial reporting and audits for fiscal 2027.