DEFA14A 1 d867649ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒    Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ | Definitive Proxy Statement

☒ | Definitive Additional Materials

☐ | Soliciting Material Under § 240.14a-12

URBAN OUTFITTERS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ | No fee required.

☐ | Fee paid previously with preliminary materials.

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-16(i)(1) and 0-11.

URBAN OUTFITTERS, INC. To Be Held On: June 4, 2025, at 9:00 a.m. Eastern Daylight Time COMPANY NUMBERACCOUNT NUMBER CONTROL NUMBER This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before May 16, 2025 to facilitate timely delivery, otherwise you will not receive a paper or e-mail copy. Please visit http://proxy.urbn.com, where the following materials are available for view: Notice of Annual Meeting of Shareholders Proxy Statement Form of Electronic Proxy Card Annual Report on Form 10-K TO REQUEST MATERIAL:TELEPHONE: (800) 220-9700E-MAIL: proxymaterial@urbanout.comWEBSITE: http://proxy.urbn.com TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtainthe toll-free number to call. MAIL: You may request a card by following the instructions above.Proxies submitted by mail, telephone, Internet or other electronic means must be received by 11:59 P.M.EDT, Tuesday, June 3, 2025. VIRTUALLY AT THE MEETING: The Company will conduct our Annual Meeting in a virtual format, via a live audio webcast. To attend the Annual Meeting visit https://web.lumiconnect.com/270154195(password: urban2025) and be sure to have available the control number. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF EACH OF THE NOMINEES FOR DIRECTOR. THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 1. Election of Directors: 2 AND 3. NOMINEES: 2.To ratify the appointment of Deloitte & Touche LLP as the Company’sEdward N. Antoian independent registered public accounting firm for Fiscal Year 2026.Kelly Campbell 3.Advisory vote to approve executive compensation.Harry S. Cherken, Jr.Mary C. EganMargaret A. HayneRichard A. HayneAmin N. MarediaWesley S. McDonaldTodd R. MorgenfeldJohn C. Mulliken Please note that you cannot use this notice to vote by mail.

URBAN ANNUAL MEETING OUTFITTERS, OF SHAREHOLDERS INC. OF June 4, 2025 PROXY VOTING INSTRUCTIONS instructions proxy INTERNET card -available or Access scan the “www. when QR voteproxy. you code access withcom” your the web smartphone. and page. follow theHave on-screen your the TELEPHONE touch-tone United States telephone - Call or 1-201-299-4446 toll-free and follow 1-800-PROXIES thefrom instructions. foreign (1-800-776-9437) countries Have your from proxy any in card available when you call. as MAIL soon - Sign, as possible. date and mail your proxy card in the envelope provided Proxies means must submitted be received by mail, by 11:59 telephone, P.M. EDT, Internet Tuesday, or other June electronic 3, 2025. COMPANY NUMBER Meeting Annual VIRTUALLY in Meeting a AT virtual THE MEETING visit format, https://web. via - The a live Company lumiconnect. audio webcast. will conduct com/270154195To our attend Annual the(password: urban2025) and be sure to have available the control ACCOUNT NUMBER number. Consent, and GO GREEN otheryou eligible - e-Consent can documents quickly makes access online, it your easy while proxy to go reducing material, paperless. costs, statements With clutter e-and to enjoy paper online waste. access. Enroll today via https://equiniti.com/us/ast-access NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement, proxy card and Annual Report on Form 10-K are available at http://proxy.urbn.comPlease detach along perforated line and mail in the envelope provided IF you are not voting via the Internet or telephone. 00033333333333300000 6 060425 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN FOR HERE AGAINSTx ABSTAIN 1. Election of Directors: THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”Edward N. Antoian EACH OF THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. Kelly Campbell THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNERHarry S. Cherken, Jr. DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. THIS PROXY WILLMary C. Egan BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS VOTING THE PROXIES WITH RESPECT TO SUCH OTHER MATTERS AS MAYMargaret A. Hayne COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.Richard A. HayneAmin N. MarediaWesley S. McDonaldTodd R. MorgenfeldJohn C. Mulliken 2.To independent ratify the appointment registered public of Deloitte accounting & Touche firm for LLP Fiscal as the Year Company’s 2026. 3.Advisory vote to approve executive compensation. You be voted. are urged to sign and return this proxy so that you may be sure that your shares will To indicate change your the new address address on your in the account, address please space check above. thePlease box at note right and that changes this method. to the registered name(s) on the account may not be submitted via Signature of ShareholderDate:Signature of ShareholderDate: Note: title Please as such. sign exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign. such.WhenIf signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person. give full