Urban Outfitters (URBN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with shareholders able to vote and ask questions electronically.

• Shareholders will vote on electing ten directors, ratifying the auditor, and an advisory say-on-pay vote.

• The Board recommends voting in favor of all proposals and director nominees.

• Only shareholders of record as of April 1, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing ten directors for one-year terms, ratifying Deloitte & Touche LLP as auditor for FY2027, and an advisory vote on executive compensation.

• Majority vote is required for director election and say-on-pay; auditor ratification allows discretionary broker voting.

• Proxy access bylaw allows eligible shareholders to nominate directors in the proxy materials.

Board of directors and corporate governance

• The Board consists of ten directors, eight of whom are independent under NASDAQ standards.

• The Board is declassified, uses majority voting, and has a lead independent director.

• Board diversity is emphasized, with 30% female representation if all nominees are elected.

• Committees include Audit, Compensation and Leadership Development, and Nominating, all composed of independent directors.

• The Chairman and CEO roles are combined, currently held by the co-founder.