Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On March 23, 2020, the Board of Directors (the "Board") of Under Armour, Inc.
(the "Company") approved and adopted amended and restated Bylaws (the "Bylaws")
as part of a comprehensive review to update the Bylaws for certain governance
practices and changes to Maryland law. The following is a summary of the
amendments, which were effective immediately:

•Article I, Section 2 was amended to revise the deadline for advance notice of
business and director nominations for an annual meeting of stockholders to
generally not less than 120 days (previously, 90 days) nor more than 150 days
prior to the first anniversary of the date of mailing the notice for the
preceding year's annual meeting.
•Article I, Section 2 was further amended to require a stockholder's notice to
provide certain additional information, including but not limited to the
following: the information required for each proposed nominee by Regulation 14A
under the Securities Exchange Act of 1934, as amended; if the notice relates to
business other than a director nomination, a brief description of the business
to be brought before the meeting, the reasons for it and any material interest
or anticipated benefits of the stockholder or any person acting in concert with
the stockholder; a description of all equity securities of the Company owned by
the stockholder, any proposed nominee and associated persons; information
regarding any hedging, derivative or other transaction involving the Company's
securities by the stockholder, any proposed nominee and associated persons;
certain basic information regarding the stockholder, any proposed nominee and
associated persons, including (among other items) name, address and investment
strategy or objective and, to the extent known, the identity of any other
stockholder supporting the nominee or the proposal of other business; and
certain written undertakings and representations by a proposed nominee.

•Article I, Section 3 was added to set forth the deadline for advance notice of
director nominations for a special meeting of stockholders where directors will
be elected to generally not earlier than 120 days prior to such special meeting
and not later than the 90th day prior to such special meeting, or, if later, the
tenth day following public disclosure of the special meeting.

•Article I, Section 4 was added to clarify certain procedures with respect to stockholder nominations and proposals of business, including regarding the accuracy of the information provided by the stockholder to the Company.

•Article I, Section 9 was removed to reduce the administrative burden of requiring the Company to provide, at or before a meeting of stockholders, a list of stockholders entitled to vote.

•Article I, Section 11 was amended to clarify and expand the process by which a stockholder may request a special meeting.



The Bylaws also include certain other clarifying and conforming revisions and
technical or procedural changes, consistent with the Maryland General
Corporation Law. These changes include, for example: clarifying that meetings of
stockholders may be postponed, as well as adjourned, to a date not more than 120
days after the original record date; permitting, rather than mandating, that the
Board hold its annual meeting on the same day as the annual meeting of
stockholders; removing procedures related to committee minutes; providing the
Chief Executive Officer the power to remove the officers whom he or she elects;
clarifying that the Board may authorize not only a committee of the Board, but
also other officers of the Company, to fix the compensation of officers;
expanding the specific list of officers who may sign stock certificates to any
officer of the Company; and modernizing certain outdated methods of providing
notice, waiver and consent.

The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.01 and incorporated by reference herein.




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                                                 Exhibit
  3.01                  Amended and Restated Bylaws of Under Armour, Inc.

(effective March 23, 2020).


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