Item 5.07. Submission of Matters to a Vote of Security Holders.




On June 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 of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending January 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 Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2021.



   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


--------------------------------------------------------------------------------



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 electing Mr. 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, on June 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 on June 2, 2020, rounded to the nearest 100 shares, for
service to the Company during fiscal year 2021.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses