Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On October 12, 2020, Calvin Hollinger notified Urban Outfitters, Inc. (the "Company") of his decision to resign as Chief Operating Officer of the Company, effective November 1, 2020. In connection with his departure, Mr. Hollinger will be paid $638,508 and will remain eligible to vest in Performance Stock Units granted to him February 28, 2017, February 27, 2018, and February 26, 2019, totaling 53,334 shares of the Company's common stock. Additionally, the Company will pay for the costs of Mr. Hollinger's medical, dental, and vision benefit coverage at current coverage levels until October 12, 2021.

On October 13, 2020, effective on the same day, the Company announced (1) the appointment of Margaret A. Hayne and Francis J. Conforti as Co-Presidents of the Company, (2) the promotion of Sheila Harrington to Chief Executive Officer, Free People Brand, (3) the promotion of Hillary Super to Chief Executive Officer, Anthropologie Group, (4) the promotion of David Hayne to Chief Technology Officer, and (5) the promotion of Azeez Hayne, Esq. to Chief Administrative Officer and General Counsel. Additionally, effective October 13, 2020, Mr. Conforti will take on the role of Chief Operating Officer of the Company. He will continue as the Company's Chief/Principal Financial Officer until a replacement is appointed. Information required by Items 401(b), (d), and (e) of Regulation S-K regarding Ms. M. Hayne, Mr. Conforti, and Mr. A. Hayne is previously reported under the heading "Item 10. Directors, Executive Officers and Corporate Governance" in the Company's Annual Report on Form 10-K for the year ended January 31, 2020 filed with the Securities and Exchange Commission ("SEC") on March 31, 2020 and additional information required by Item 404(a) of Regulation S-K is previously reported under the heading "Certain Business Relationships" in the Company's Definitive Proxy Statement for its 2020 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on March 31, 2020.

In connection with their promotions, Ms. M. Hayne's salary will be increased from $635,000 to $900,000, Mr. Conforti's salary will be increased from $773,000 to $900,000, and Mr. A. Hayne's salary will be increased from $418,000 to $500,000.

Reference is made to the press release issued by the Company on October 13, 2020 and filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits:



Exhibit
  No.     Description

99.1        Press Release, dated October 13, 2020.

104       Cover Page Interactive Data (embedded within the Inline XBRL document).

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