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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2025
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UNDER ARMOUR, INC.
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Maryland |
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001-33202 |
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52-1990078 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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101 Performance Drive, Baltimore, Maryland |
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21230 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (410) 468-2512
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Class A Common Stock |
UAA |
New York Stock Exchange |
Class C Common Stock |
UA |
New York Stock Exchange |
(Title of each class) |
(Trading Symbols) |
(Name of each exchange on which registered) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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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. |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2025, Under Armour, Inc. (the “Company” or “Under Armour”) issued a press release announcing the election of Dawn N. Fitzpatrick, age 55, Eugene D. Smith, age 69, and Robert J. Sweeney, age 57, as Directors of the Company effective April 15, 2025. The Board of Directors expects to appoint Ms. Fitzpatrick and Mr. Sweeney as members of the Audit Committee and the Finance and Capital Planning Committee and Mr. Smith as a member of the Corporate Governance and Sustainability Committee and the Human Capital and Compensation Committee effective May 1, 2025.
Pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan (“Director Compensation Plan”), as a new Director of the Company, each of Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney will receive an initial award of restricted stock units for shares of the Company’s Class C common stock valued at $100,000 on the grant date that vests in three equal annual installments. Pursuant to the Director Compensation Plan, non-employee directors receive an annual restricted stock unit award each year following the annual meeting of stockholders. Each of Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney will receive a pro-rated annual award valued at $62,500 on the grant date (pro-rated from $150,000). The grant date for the initial and annual awards will be April 15, 2025. For a full description of the Company’s director compensation program, see the “Corporate Governance and Related Matters-Compensation of Directors” section of the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.
There are no transactions in which Ms. Fitzpatrick, Mr. Smith or Mr. Sweeney has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Fitzpatrick, Mr. Smith or Mr. Sweeney and any other persons pursuant to which she or he, as applicable, was elected as a director.
A copy of the Company’s press release announcing the director appointments is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit |
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Under Armour, Inc. press release dated April 15, 2025. |
101 |
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XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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UNDER ARMOUR, INC. |
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Date: April 15, 2025 |
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By: |
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/s/ Mehri Shadman |
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Mehri Shadman |
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Executive Vice President, Chief Legal Officer & Corporate Secretary |
EX-99.1
2
exhibit991-20250415.htm
EX-99.1
Document
Exhibit 99.1
UNDER ARMOUR APPOINTS DAWN N. FITZPATRICK, EUGENE D. SMITH,
AND ROBERT J. SWEENEY TO ITS BOARD OF DIRECTORS
BALTIMORE, APRIL 15, 2025 – Under Armour, Inc. (NYSE: UA, UAA) announced today that, effective April 15, Dawn N. Fitzpatrick, Eugene D. Smith, and Robert J. Sweeney will join the company's Board of Directors.
“Dawn and Rob’s extensive financial and operational expertise, combined with Gene’s deep knowledge of intercollegiate sports management, makes them exceptional additions to our board,” said Mohamed A. El-Erian, Chair of the Board at Under Armour. “As we pursue our strategy to create greater value for Under Armour’s athletes, customers, shareholders, and teammates, their unique talents, insights, and passion for the brand will be invaluable for navigating our next chapter.”
Effective April 15, Under Armour’s Board will include Douglas E. Coltharp, Jerri L. DeVard, Mohamed A. El-Erian, Carolyn N. Everson, Dawn N. Fitzpatrick, David W. Gibbs, Karen W. Katz, Eric T. Olson, Kevin A. Plank, Eugene D. Smith, Robert J. Sweeney, and Patrick W. Whitesell.
About Dawn N. Fitzpatrick
Since 2017, Ms. Fitzpatrick has been the Chief Executive Officer and Chief Investment Officer of Soros Fund Management, LLC, a privately held investment management firm. Before joining Soros in 2017, she spent 25 years at UBS and its predecessor organizations, where she most recently served as Head of Investments for UBS Asset Management and was a member of the UBS Asset Management Executive Committee. Earlier, she held several positions at the UBS O’Connor hedge fund business, including Chief Executive Officer and Chief Investment Officer. Ms. Fitzpatrick serves as a non-executive director of Barclays plc and serves on its Remuneration, Risk, and Sustainability Committees. Additionally, she serves on the Federal Reserve Bank of Dallas Financial Sector Advisory Council, where she is Chair, the Advisory Council of The Bretton Woods Committee, and the Bloomberg New Economy Advisory Board. She previously completed a six-year term on the Investor Advisory Committee on Financial Markets at the Federal Reserve Bank of New York. Ms. Fitzpatrick earned her bachelor’s degree from the Wharton School of Business at the University of Pennsylvania, where she ran track and cross country.
About Eugene D. Smith
Mr. Smith served as Senior Vice President and Athletic Director at Ohio State University from 2005 to 2024. Throughout his tenure, he co-chaired the NCAA’s Federal-State Legislative Working Group, which advised the NCAA on name, image, and likeness issues, chaired the 2011 NCAA Men’s Basketball Committee and was a member of the College Football Playoff Selection Committee. Additionally, he participated in the NCAA’s Management Council, the Committee on Infractions, the Executive Committee, the Football Rules Committee, and the President’s Commission Liaison Committee. As the first Black president of the National Association of Collegiate Directors of Athletics (NACDA) and a former president of the Division I-A Athletics Directors Association, Smith was the Director of Athletics at Arizona State from 2000 to 2005, at Iowa State from 1993 to 2000 and at Eastern Michigan from 1986 to 1993. He played football as an undergraduate at Notre Dame, where he was a defensive end on the 1973 national championship team and earned a bachelor’s degree in business administration. After graduation, he joined the coaching staff at Notre Dame and contributed to the Irish victory in the 1977 national championship.
About Robert J. Sweeney
Since 2019, Mr. Sweeney has served as the President of Sycamore Partners, a private equity firm focused on consumer, distribution, and retail-related investments. Before joining Sycamore Partners, he spent 22 years at Goldman Sachs, most recently as a partner and Global Head of the Consumer/Retail Investment Banking Group. During his tenure at Goldman Sachs, he provided advisory support to Under Armour on various matters, including the company’s initial public offering in 2005. Mr. Sweeney served as an officer in the U.S. Navy’s Submarine Force from 1989 to 1995, holding various roles aboard the USS Annapolis and at the Submarine Officer Advanced Course training command. He graduated from the Wharton School of the University of Pennsylvania with a bachelor’s degree and MBA, and he was recognized as a Palmer Scholar.
About Under Armour, Inc.
Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.
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Under Armour Contacts: |
Lance Allega |
Senior Vice President, Finance & Capital Markets |
(410) 246-6810 |
LAllega@underamour.com |