Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 27, 2020, Mr. Joel S. Lawson III, 72, a member of the Board of
Directors (the "Board") of Urban Outfitters, Inc. (the "Company") since 1985,
notified the Company of his intention to retire from the Board, effective June
2, 2020, the date of the Company's 2020 Annual Meeting of Shareholders (the
"Annual Meeting"). The Board thanks Mr. Lawson for his service as an excellent
and effective Director and wishes him well in his future endeavors.
Subsequent to Mr. Lawson's resignation, the Board determined to set the number
of directors of the Company at nine, effective as of the date of the Annual
Meeting.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 27, 2020, the Board amended and restated the Company's Amended and
Restated By-laws (the "By-laws"). The amendments to the By-laws, which became
effective immediately, amend Section 1.01 of the By-Laws to permit meetings of
shareholders to be held solely by means of the Internet or other electronic
communications technology in a fashion that satisfies the requirements of the
Pennsylvania Business Corporation Law for a meeting conducted in that fashion,
as may be determined from time to time by the Board. The Board adopted this
amendment to permit the Company to hold the Annual Meeting virtually due to
health concerns associated with the COVID-19 global pandemic.
The foregoing summary of changes to the By-laws is qualified in its entirety by
the full text of the Amended and Restated By-laws of the Company, a copy of
which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
3.1 Amended and Restated By-laws of Urban Outfitters, Inc. (as of March
27, 2020).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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