Independent
Tenure on this board
15.1 yrs
Also a director at
Swarmer Inc (SWMR)
10 nominees · 3 ballot items.
Elect ten directors to serve until 2027; ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2027; and hold a non-binding advisory (say-on-pay) vote to approve executive compensation.
Elect ten directors to serve a one-year term expiring at the 2027 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2027.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s disclosure of named executive officer compensation as presented in the Proxy Statement, including the Compensation Discussion and Analysis and accompanying tables and narrative. Management is seeking shareholder approval to validate its compensation design, which it describes as intended to attract, retain, and motivate executive talent while aligning pay with long-term shareholder value through a mix of base salary, performance bonuses tied to Net Sales and Operating Income, and equity-based incentives (PSUs and RSUs) with performance and time vesting. The Board notes this is an annual advisory vote and that the 2025 say-on-pay received approximately 99% support, which the Board takes as strong shareholder endorsement; while the vote is advisory and non-binding, the Board and Compensation Committee state they will consider the outcome in future compensation decisions. The Company frames its compensation program around balanced performance metrics (e.g., URBN Net Sales and Operating Income, brand-level targets) and discretionary oversight by the Compensation Committee to adjust awards when appropriate, including safeguarding against incentives that encourage excessive risk. Management’s recommendation emphasizes the program’s governance features, such as Compensation Committee oversight, use of an independent compensation consultant when engaged, and stock ownership guidelines to align executives with shareholder interests. From a governance perspective, the proposal is routine but informative: a FOR vote signals shareholder support for current pay-for-performance design, while a significant negative vote could prompt the Committee to revisit metrics, mix of compensation, or disclosures. Given the program’s structure (performance thresholds, target and max payouts, PSU performance vesting conditions, and double-trigger change-in-control provisions), the Board’s rationale for recommending FOR is that the plan balances short- and long-term incentives and includes controls to align management incentives with company performance and retention needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 7.29% | 6,236,507 | $469M |
| 2 | BlackRock, Inc. | 6.94% | 5,938,813 | $447M |
| 3 | FMR LLC | 5.41% | 4,632,210 | $349M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.36% | 3,730,329 | $281M |
| 5 | STATE STREET CORP | 3.07% | 2,629,393 | $198M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.05% | 2,610,773 | $196M |
| 7 | BlackRock, Inc. | 2.19% | 1,874,709 | $141M |
| 8 | Fisher Asset Management, LLC | 2.14% | 1,828,815 | $138M |
| 9 | ABRAMS BISON INVESTMENTS, LLC | 1.97% | 1,689,000 | $127M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.92% | 1,641,633 | $124M |
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