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4-Traders Homepage  >  Equities  >  Nasdaq  >  Urban Outfitters, Inc.    URBN

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URBAN OUTFITTERS INC : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

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08/25/2017 | 06:46pm CEST

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On August 22, 2017, the Board of Directors (the "Board") of Urban Outfitters, Inc. (the "Company") increased the size of the Board from nine to ten members and, upon the recommendation of the Nominating and Governance Committee, elected Sukhinder Singh Cassidy to serve as a director. Ms. Cassidy will immediately begin serving for a term that expires at the 2018 Annual Meeting of Shareholders of the Company. The Board determined that Ms. Cassidy is an independent director under the listing standards of the NASDAQ Global Select Market. Ms. Cassidy will initially serve on the Nominating and Governance Committee of the Board.

In connection with her election and service to the Board, Ms. Cassidy will receive the same compensation from and after August 22, 2017 as all other non-employee directors of the Company, as disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2017.

There is no arrangement or understanding between Ms. Cassidy and any other persons pursuant to which Ms. Cassidy was selected as an director. There are no family relationships between Ms. Cassidy and any director or executive officer of the Company and no transactions involving Ms. Cassidy that would require disclosure under Item 404(a) of Regulation S-K.

Reference is made to the press release issued by the Company on August 24, 2017 and filed as Exhibit 99.1 hereto.

Item 8.01. Other Events.

On August 24, 2017, the Company announced that the Board approved a share repurchase program that authorized the repurchase of 20 million of the Company's common shares, from time to time at its discretion, subject to market conditions and at prevailing market prices. The Company may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions or accelerated share repurchases, some of which may be effected through Rule 10b5-1 plans under the Securities Exchange Act of 1934, as amended. This program is in addition to the Company's right to repurchase 985,354 shares remaining as of August 24, 2017 under its previous share repurchase program authorized by the Board of Directors in February 2015.

Reference is made to the press release issued by the Company on August 24, 2017 and filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.



(d)




                 Exhibit
                   No.     Description

                 99.1      Press Release, dated August 24, 2017.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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