Under Armour Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect eleven directors nominated by the Board to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Approval of Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve named executive officers’ compensation as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s executive compensation as disclosed in the proxy statement. Management seeks affirmation that its pay programs, which tie compensation to adjusted operating income, currency neutral net revenue, and equity awards (including the CEO’s performance-based stock-price hurdle awards), reflect appropriate alignment with stockholder interests and performance. The Human Capital and Compensation Committee used independent compensation consultants and various performance metrics and adjustments, including tariff-related adjustments and pay-for-performance features. A FOR vote supports management’s approach and provides feedback; a negative vote would prompt the committee to analyze causes and engage with stockholders. The board recommends a FOR vote because it believes the programs incentivize profitable growth, balance short- and long-term goals, and incorporate governance safeguards including clawbacks and stock ownership guidelines.

3. 3

   Approval of Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan

   ManagementBoard: FOR

   To approve the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan to increase Class C shares available by 20,000,000, extend plan term, remove certain individual award limits, and clarify director limits.

   More detail

   Management seeks shareholder approval to amend and restate the existing long-term incentive plan primarily to increase the Class C share reserve by 20 million shares and extend the plan term to July 13, 2036. The proposal is driven by the company's need to maintain an adequate equity pool for future grants to executives, employees and directors to attract, retain and incentivize talent, align long-term interests with stockholders, and support ongoing compensation programs. Management explains current share usage, run-rate and overhang metrics and argues the increase is reasonable relative to historical grant levels and expected needs. The amendment would also remove certain individual award caps and align non-employee director limits to the director compensation plan, providing administrative flexibility. The Board recommends a FOR vote because equity awards are central to compensation strategy and the proposed increase and amendments are presented as necessary to maintain competitiveness and alignment with stockholder interests.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending March 31, 2027.

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When is the Under Armour Inc 2026 annual meeting?

Under Armour Inc (UAA) holds its 2026 annual shareholder meeting on Wednesday, August 26, 2026.

What is the record date for the Under Armour Inc 2026 meeting?

The record date for the Under Armour Inc 2026 meeting is Friday, May 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Under Armour Inc's 2026 meeting?

The board is presenting 11 director nominees at the Under Armour Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Under Armour Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Under Armour Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.