Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointments
OnJanuary 31, 2023 ,Under Armour, Inc. (the "Company") issued a press release announcing the election ofCarolyn N. Everson , age 51, andPatrick W. Whitesell , age 57, as Directors of the Company effectiveFebruary 1, 2023 . The Board of Directors appointedMs. Everson as a member of theCorporate Governance and Sustainability Committee andMr. Whitesell as a member of the Human Capital andCompensation Committee effectiveMarch 1, 2023 . Pursuant to theUnder Armour, Inc. Fiscal Year 2023 Non-Employee Director Compensation Plan (the "Director Compensation Plan"), as a new Director of the Company,Ms. Everson andMr. Whitesell will each receive an initial award of restricted stock units for shares of the Company's Class C common stock valued at$100,000 on the grant date that vests in three equal annual installments. Pursuant to the Director Compensation Plan, non-employee directors receive an annual restricted stock unit award each year following the annual meeting of stockholders.Ms. Everson andMr. Whitesell will each receive a pro-rated annual award valued at$87,500 on the grant date (pro-rated from$187,500 ). The grant date for the initial and annual awards will beFebruary 1, 2023 . For a full description of the Company's director compensation program, see the "Compensation of Directors" section of the Company's Proxy Statement for the 2022 Annual Meeting of Stockholders. There are no transactions in whichMs. Everson orMr. Whitesell has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding betweenMs. Everson orMr. Whitesell and any other persons pursuant to which she or he was elected as a director.
Director Retirement
OnJanuary 27, 2023 ,Harvey L. Sanders , a member of the Company's Board of Directors and Chair of the Human Capital andCompensation Committee , notified the Company of his intention to retire from the Board of Directors effectiveMarch 31, 2023 .Mr. Sanders joined the Board of Directors inNovember 2004 . His retirement was not the result of any disagreements with the Company relating to the Company's operations, policies or practices.
A copy of the Company's press release announcing the director appointments and retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1Under Armour, Inc. press release datedJanuary 31, 2023 . 101 XBRL Instance Document - The instance document does
not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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