Under Armour (UA) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 26, 2026, with voting on director elections, executive compensation, incentive plan amendments, and auditor ratification.

• Only Class A and Class B stockholders may vote; Class C stockholders may attend in a view-only format.

• Virtual meeting format aims to increase participation and reduce costs.

Voting matters and shareholder proposals

• Election of eleven directors to serve until the next annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, increasing Class C share reserve by 20 million and extending plan term.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending March 31, 2027.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eleven directors, ten of whom are independent.

• Chair and CEO roles are separated for at least three years per a 2024 settlement.

• Board committees: Audit, Human Capital and Compensation, Corporate Governance and Sustainability, Finance and Capital Planning.

• Board diversity: 27.3% women, 27.3% racially/ethnically diverse, average tenure 6.8 years.

• Directors bring expertise in executive leadership, finance, retail, technology, marketing, and international business.