ua-20230307

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2023

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland

001-33202

52-1990078

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1020 Hull Street, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Class A Common Stock	UAA	New York Stock Exchange
Class C Common Stock	UA	New York Stock Exchange
(Title of each class)	(Trading Symbols)	(Name of each exchange on which registered)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on February 27, 2023, Stephanie C. Linnartz joined Under Armour, Inc. (the “Company”) as President and Chief Executive Officer and Colin Browne, who had previously served as interim President and Chief Executive Officer of the Company, resumed his role as Chief Operating Officer. On March 7, 2023, the Human Capital and Compensation Committee of the Company’s Board of Directors approved, effective April 1, 2023, an increase of Mr. Browne’s annual base salary for fiscal year 2024 to $900,000 (previously $775,000 before serving as interim President and Chief Executive Officer), an increase to his target level annual cash incentive award for fiscal year 2024 to 90% of his base salary (previously 75% before serving as interim President and Chief Executive Officer) and an increase to his total target annual equity award for fiscal year 2024 of $2.0 million (previously $1.75 million for fiscal year 2023), representing a mix of 50% time-based restricted stock unit awards and 50% performance-based restricted stock unit awards. In addition, Mr. Browne was granted a cash retention bonus of $1.5 million, payable in two installments, 50% in June 2023 and 50% in December 2023, subject to monthly prorated repayment terms if Mr. Browne resigns within six months following each payment date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit
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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNDER ARMOUR, INC.

Date: March 9, 2023

By:

/s/ Mehri Shadman

Mehri Shadman

Executive Vice President, Chief Legal Officer and Corporate Secretary

Under Armour Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits