Under Armour (UA) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on September 4, 2024, to elect nine directors, approve executive compensation, amend the Class C Employee Stock Purchase Plan (ESPP), and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for FY2025.

• Only holders of Class A and Class B shares as of June 7, 2024, may vote; Class C holders may attend in a view-only format.

• The company faced a challenging retail environment in FY2024, with a 3% net revenue decline but improved gross margins and controlled expenses.

• Significant executive management changes occurred, including the return of the founder as CEO and several other leadership transitions.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, approval of the amended Class C ESPP, and ratification of the independent auditor.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2025 meeting must be submitted between January 29 and February 28, 2025.

Board of directors and corporate governance

• The board consists of nine directors, eight of whom are independent; the board is diverse in gender, race, and experience.

• The roles of Chair and CEO are separated, with Dr. El-Erian serving as independent Chair and Kevin Plank as CEO.

• Four standing committees: Audit, Human Capital and Compensation, Corporate Governance and Sustainability, and Finance and Capital Planning.

• Board and committee self-evaluations are conducted annually, and stock ownership guidelines are in place for directors and executives.