Business Context and Reporting Period
This Form 8-K Current Report was filed by Under Armour, Inc. on April 14, 2025, covering events occurring on April 15, 2025. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation arrangements.
Material Changes
The material change reported is the election of three new directors effective April 15, 2025:
- Dawn N. Fitzpatrick (Age 55)
- Eugene D. Smith (Age 69)
- Robert J. Sweeney (Age 57)
Committee assignments are expected to be effective May 1, 2025:
- Ms. Fitzpatrick and Mr. Sweeney: Audit Committee and Finance and Capital Planning Committee.
- Mr. Smith: Corporate Governance and Sustainability Committee and Human Capital and Compensation Committee.
Compensation and Governance Details
Pursuant to the Fiscal Year 2025 Non-Employee Director Compensation Plan, the new directors received the following awards on April 15, 2025:
- Initial Award: Restricted stock units (RSUs) for Class C common stock valued at $100,000 per director, vesting in three equal annual installments.
- Pro-rated Annual Award: RSUs valued at $62,500 per director (pro-rated from the standard $150,000 annual award).
The filing states there are no transactions requiring disclosure under Item 404(a) of Regulation S-K and no undisclosed arrangements regarding the election of these directors.
Investor Verification Checklist
- Verify the press release attached as Exhibit 99.1 for full biographical details of the new directors.
- Review the 2024 Proxy Statement for the complete structure of the Director Compensation Plan.
- Confirm the effective date of committee assignments (May 1, 2025) in future governance filings.
- Note that this filing contains no operational or financial performance updates for the period.