---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-165280"
form_type: "8-K"
ticker: "URBN"
cik: "0000912615"
company_name: "URBAN OUTFITTERS INC"
filed_at: "2023-06-12T23:59:59+00:00"
generated_at: "2026-06-14T03:26:26.568706+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Urban Outfitters shareholders reelect all 10 directors and ratify Deloitte as auditor

## Summary
- All 10 director nominees elected with at least 82.8M votes for each; broker non-votes 2.65M.
- Ratification of Deloitte & Touche as auditor for FY2024 passed with 88.0M for, 0.2M against.
- Advisory vote to approve executive compensation passed with 84.5M for, 1.2M against.
- Advisory vote favored every-year frequency for say-on-pay (80.0M for every year vs 5.5M for every 3 years).

## SEC filing metadata
- accession: 0001193125-23-165280
- form_type: 8-K
- ticker: URBN
- cik: 0000912615
- company_name: URBAN OUTFITTERS INC
- filed_at: 2023-06-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/0001193125-23-165280-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/d465898d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-165280
- JSON: https://secwatch.observer/filing/0001193125-23-165280.json
- Plain text: https://secwatch.observer/filing/0001193125-23-165280.txt

## Key facts
- Shareholder Votes
  URBAN OUTFITTERS INC shareholders approved Advisory, non-binding vote on the frequency of future advisory votes to approve executive compensation at the 2023-06-06 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows: 1. Proposal No. 1: Election of Directors. Nominee For Against Abstain Broker Non-Vote Edward N. Antoian 84,591,149 1,026,525 29,332 2,651,527 Kelly Campbell 85,217,578 399,834 29,594 2,651,5
  evidence_url: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/0001193125-23-165280-index.htm
- Shareholder Votes
  URBAN OUTFITTERS INC shareholders approved Advisory, non-binding vote to approve executive compensation at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows: 1. Proposal No. 1: Election of Directors. Nominee For Against Abstain Broker Non-Vote Edward N. Antoian 84,591,149 1,026,525 29,332 2,651,527 Kelly Campbell 85,217,578 399,834 29,594 2,651,5
  evidence_url: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/0001193125-23-165280-index.htm
- Shareholder Votes
  URBAN OUTFITTERS INC shareholders approved Election of Directors at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows: 1. Proposal No. 1: Election of Directors. Nominee For Against Abstain Broker Non-Vote Edward N. Antoian 84,591,149 1,026,525 29,332 2,651,527 Kelly Campbell 85,217,578 399,834 29,594 2,651,5
  evidence_url: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/0001193125-23-165280-index.htm
- Shareholder Votes
  URBAN OUTFITTERS INC shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2024 at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (i) elected each of the Company’s ten nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2024, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024, (iii) approved, in a non-binding, advisory vote, the compensation of the Company’s named executive officers, and (v) recommended, in a non-binding, advisory vote, that future advisory votes to approve the compensation of the Company’s named executive officers be held every year. The results of the voting on the proposals presented at the Annual Meeting were as follows: 1. Proposal No. 1: Election of Directors. Nominee For Against Abstain Broker Non-Vote Edward N. Antoian 84,591,149 1,026,525 29,332 2,651,527 Kelly Campbell 85,217,578 399,834 29,594 2,651,5
  evidence_url: https://www.sec.gov/Archives/edgar/data/912615/000119312523165280/0001193125-23-165280-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.