Under Armour (UA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 3, 2025, to elect eleven directors, approve executive compensation, ratify the auditor, and consider a shareholder proposal.

• Only Class A and Class B stockholders as of June 6, 2025, may vote; Class C stockholders have no voting rights.

• Board recommends voting for all director nominees, executive compensation, auditor ratification, and against the shareholder proposal.

Voting matters and shareholder proposals

• Proposals include: election of eleven directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and a shareholder proposal on climate transition planning.

• Board opposes the shareholder proposal requesting a detailed climate transition plan, citing ongoing reassessment of emissions goals and evolving regulatory requirements.

Board of directors and corporate governance

• Board consists of twelve directors, with eleven standing for re-election; ten are independent.

• Board leadership is separated between Chair (independent) and CEO, with a commitment to maintain this structure for three years.

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

• Board emphasizes diversity, with 27.3% women and 27.3% racially/ethnically diverse members; average tenure is 5.8 years.

• No term limits for directors; new independent directors added in April 2025.