Item 5.07. Submission of Matters to a Vote of Security Holders.




On June 8, 2021, Urban Outfitters, Inc. (the "Company") held its Annual Meeting
of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's
shareholders (i) elected each of the Company's ten nominees for director to
serve a term expiring at the Annual Meeting of Shareholders in 2022, (ii)
ratified the appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending January 31, 2022
and (iii) approved, in an advisory, non-binding vote, the compensation of the
Company's named executive officers. The results of the voting on the proposals
presented at the Annual Meeting were as follows:

1. Proposal No. 1: Election of Directors.





                                                                            Broker
Nominee                       For            Against         Abstain       Non-Vote
Edward N. Antoian           89,909,941          285,700       269,243       4,647,486
Sukhinder Singh Cassidy     82,118,832        8,074,515       271,537       4,647,486
Harry S. Cherken, Jr.       59,763,349       30,427,231       274,304       4,647,486
Margaret A. Hayne           87,955,536        2,236,466       272,882       4,647,486
Richard A. Hayne            89,589,257          531,290       344,337       4,647,486
Elizabeth Ann Lambert       88,880,658        1,311,900       272,326       4,647,486
Amin N. Maredia             89,131,460        1,061,109       272,315       4,647,486
Wesley McDonald             89,136,354        1,055,453       273,077       4,647,486
Todd R. Morgenfeld          87,153,789        3,036,309       274,786       4,647,486
John C. Mulliken            90,000,490          189,749       274,645       4,647,486

2. Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for Fiscal Year 2022.





   For       Against   Abstain   Broker Non-Vote
94,661,143   185,227   266,000          0


3. Proposal No. 3: Advisory, non-binding vote to approve executive compensation.



   For        Against    Abstain   Broker Non-Vote
80,404,935   9,781,620   278,330      4,647,486

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Item 8.01. Other Events.


Board Committees

Following the Annual Meeting, the Company's Board of Directors (the "Board")
reconstituted the membership of its Nominating and Governance Committee,
decreasing membership from four to three to eliminate the vacancy created as a
result of a Board member's resignation from the committee. The following table
reflects the new Board positions:



                                          Sukhinder     Harry S.                                 Elizabeth
                            Edward N.       Singh       Cherken,     Margaret     Richard A.        Ann        Amin N.      Wesley       Todd R.       John C.
                             Antoian       Cassidy        Jr.        A. Hayne       Hayne         Lambert      Maredia     McDonald     Morgenfeld     Mulliken
Chairman of the Board                                                                 X
Lead Independent
Director                        X
Committee Memberships
Audit                           X                                                                                           Chair           X
Compensation and
Leadership Development                                                                               X            X           X           Chair
Nominating and
Governance                                  Chair                                                    X                                                    X

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