Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJune 2, 2020 ,Urban Outfitters, Inc. (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 nine nominees for director to serve a term expiring at the Annual Meeting of Shareholders in 2021, (ii) ratified the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingJanuary 31, 2021 and (iii) approved, in an advisory, non-binding vote, the compensation of the Company's named executive officers. The results of the voting on the proposals presented at the Annual Meeting were as follows:
1. Proposal No. 1: Election of Directors.
Broker Nominee For Against Abstain Non-Vote Edward N. Antoian 88,892,632 135,951 189,476 3,296,491 Sukhinder Singh Cassidy 88,649,929 378,872 189,258 3,296,491 Harry S. Cherken, Jr. 62,707,181 26,321,595 189,283 3,296,491 Scott Galloway 88,887,282 143,103 187,674 3,296,491 Margaret A. Hayne 87,276,021 1,756,037 186,001 3,296,491 Richard A. Hayne 88,414,036 617,290 186,733 3,296,491 Elizabeth Ann Lambert 88,780,698 251,335 186,026 3,296,491 Wesley McDonald 88,881,354 149,167 187,538 3,296,491 Todd R. Morgenfeld 88,890,522 148,829 178,708 3,296,491
2. Proposal No. 2: Ratification of the appointment of
For Against Abstain Broker Non-Vote 91,914,069 401,563 198,918 0 3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation. For Against Abstain Broker Non-Vote 88,123,469 870,889 223,701 3,296,491
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Item 8.01. Other Events. Board Committees Following the Annual Meeting, the Company's Board of Directors (the "Board") reconstituted the membership of its Audit Committee, decreasing membership from four to three and electingMr. McDonald as Chair to replace the vacancy created as a result of a Board member not standing for reelection. The following table reflects the new Board positions: Sukhinder Harry S. Elizabeth Edward N. Singh Cherken, Scott Margaret Richard A. Ann Wesley Todd R. Antoian Cassidy Jr. Galloway A. Hayne Hayne Lambert McDonald Morgenfeld Chairman of the Board X Lead Independent Director X Committee Memberships Audit X Chair X Compensation and Leadership Development X X Chair Nominating and Governance Chair X X
Board Approval of Changes to Director Compensation
Following the Annual Meeting, in light of the unprecedented impact of the Coronavirus (COVID-19) pandemic, the Board decided to forego cash compensation payable to non-Employee Directors from the 2020 Annual Meeting of Shareholders through the 2021 Annual Meeting of Shareholders. Separately, based on the advice of the Company's compensation consultant, the Board elected to compensate its non-Employee Directors with restricted stock units ("RSUs") in place of options. Accordingly, onJune 2, 2020 , the Board granted to each non-Employee Director a number of RSUs equivalent to$150,000 , divided by the closing price of the Company's common shares onJune 2, 2020 , rounded to the nearest 100 shares, for service to the Company during fiscal year 2021.
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