UNDER ARMOUR, INC.

NOTICE OF 20172018 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 31, 20179, 2018

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday, May 31, 20179, 2018 at 10:00 a.m., Eastern Time, at the company’s office located at 2601 Port Covington Drive, Baltimore, Maryland 21230 to consider and vote on the following matters:

We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote “FOR” the election of the tennine nominees listed in the accompanying proxy statement to the Board of Directors, “FOR” the approval of our executive compensation, for “ONE YEAR” as the frequency of future advisory votes on our executive compensation and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Only holders of record of Class A Common Stock or Class B Common Stock as of the close of business on March 17, 2017February 23, 2018 are entitled to notice of, or to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of Class C Common Stock have no voting power as to any items of business that may properly be brought before the Annual Meeting. In accordance with our Bylaws, for ten days prior to the Annual Meeting, a list of those stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Secretary, Under Armour, Inc., 2601 Port Covington Drive, Baltimore, Maryland 21230. This list also will be available at the Annual Meeting.

All stockholders are invited to attend the Annual Meeting. If you are a stockholder of record as of the March 17, 2017February 23, 2018 record date, you will be admitted to the meeting if you present a form of photo identification. If you own stock beneficially, such as through a bank or broker, you will be admitted to the meeting if you present a form of photo identification and proof of ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership.

Whether or not you intend to be present in person at the Annual Meeting, please vote your shares promptly by following the voting instructions that you have received.

Baltimore, Maryland

April 13, 2017March 28, 2018

Table of Contents

UNDER ARMOUR, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May  31, 20179, 2018

GENERAL INFORMATION

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Under Armour, Inc. for use at the Annual Meeting of Stockholders and at any adjournment or postponement thereof. The meeting is to be held on Wednesday, May 31, 2017,9, 2018, at 10:00 a.m., Eastern Time, at the company’s office located at 2601 Port Covington Drive, Baltimore, Maryland 21230. We expect to first send or give to stockholders this Proxy Statement, together with our 20162017 Annual Report to Stockholders, on approximately April 18, 2017.March 29, 2018.

Our principal offices are located at 1020 Hull Street, Baltimore, Maryland 21230. In this Proxy Statement we refer to Under Armour, Inc. as Under Armour, we, us, our or the company.

Internet Availability of Proxy Materials

Pursuant to rules of the Securities and Exchange Commission, or SEC, we are making our proxy materials available to our stockholders electronically over the Internet rather than mailing the proxy materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our holders of Class A Common Stock and Class B Common Stock. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our 20162017 Annual Report to Stockholders, on the website referred to in the notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

The SEC rules require us to notify all stockholders, including those stockholders to whom we have mailed proxy materials, of the availability of our proxy materials over the Internet.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be held on May 31, 20179, 2018

Our Proxy Statement and 20162017 Annual Report to Stockholders are available at

http://investor.underarmour.com/annuals.cfm

Who May Vote

Only holders of record of our Class A Common Stock, which we refer to as Class A Stock, and holders of record of our Class B Convertible Common Stock, which we refer to as Class B Stock, at the close of business on March 17, 2017,February 23, 2018, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 184,667,304185,651,147 shares of Class A Stock and 34,450,000 shares of Class B Stock were issued and outstanding. Each share of Class A Stock entitles the holder to cast one vote on each matter to be considered at the Annual Meeting and each share of Class B Stock entitles the holder to cast ten votes on each matter to be considered at the Annual Meeting. Holders of Class A Stock and holders of Class B Stock will vote together as a single class on all matters. Stockholders are not allowed to cumulate their votes in the election of the directors. Holders of our Class C Common Stock, which we refer to as Class C Stock, have no voting power as to any items of business that will be voted on at the Annual Meeting.

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What Constitutes a Quorum

Stockholders may not take action at a meeting unless there is a quorum present at the meeting. Holders of Class A Stock and Class B Stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting, represented in person or by proxy, constitute a quorum for the transaction of business at the Annual Meeting.

Vote Required

The election of each director requires a plurality of the votes cast at the Annual Meeting. The approval of our executive compensation and the ratification of the appointment of our independent registered public accounting firm each requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

With respect to the vote on the frequency of future advisory votes on our executive compensation, you are not voting to approve or disapprove the proposal. Rather, you are voting to indicate your preference as to the frequency of future advisory votes on our executive compensation. The option of one year, two years or three years that receives a majority of all the votes cast on this proposal will be the frequency for the advisory vote on executive compensation that has been recommended by stockholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. The board will take into consideration the outcome of the vote in setting a policy with respect to the frequency of future advisory votes on our executive compensation.

Voting Process

Shares for which proxies are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” the election of the tennine nominees to the Board of Directors named in this Proxy Statement, “FOR” the advisory approval of our executive compensation, for “ONE YEAR” as the advisory vote on the frequency of future advisory votes on our executive compensation and “FOR” the ratification of the appointment of our independent registered public accounting firm. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies in the proxy card will vote in accordance with their discretion with respect to such matters.

The manner in which your shares may be voted depends on how your shares are held. If you are the record holder of your shares, meaning you appear as the stockholder of your shares on the records of our stock transfer agent, you vote your shares directly through one of the methods described below. If you own shares in street name, meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you instruct your bank or brokerage firm how to vote your shares through the methods described on the voting instruction form provided by your bank or brokerage firm.

How to Vote

Holders of our Class A Stock and Class B Stock as of the Record Date may vote their shares by one of the following methods.

Internet

To vote your shares by Internet, please visit the website listed on your Notice of Internet Availability of Proxy Materials, or the enclosed proxy card or voting instruction form, and follow the

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on-screen instructions. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. If you vote by Internet, you do not need to mail your proxy card or voting instruction form.

Telephone

If you received a paper proxy card or voting instruction form and would like to vote your shares by telephone, please follow the instructions on the proxy card or voting instruction form. If you vote by telephone, you do not need to mail your proxy card or voting instruction form.

Mail

If you received a paper proxy card or voting instruction form and would like to vote your shares by mail, please follow the instructions on the proxy card or voting instruction form. Please be sure to sign

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and date your proxy card.If you do not sign your proxy card, your votes cannot be counted. Mail your proxy card or voting instruction form in thepre-addressed, postage-paid envelope.

In Person

You may also attend the Annual Meeting and vote in person. If you own your stock in street name and wish to vote your shares at the Annual Meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares. You should contact your bank or brokerage account representative to obtain a legal proxy. However, to ensure your shares are represented, we ask that you vote your shares by Internet, telephone or mail, even if you plan to attend the meeting.

Attendance at the Annual Meeting

Holders of our Class A Stock, Class B Stock and Class C Stock may attend the Annual Meeting in person, although holders of Class C Stock will not be entitled to vote on any matter to be considered at the Annual Meeting. If you are the record holder of your shares, you will be required to present a form of photo identification for admission to the Annual Meeting. If you own your stock in street name, you may attend the Annual Meeting in person provided that you present a form of photo identification and proof of ownership, such as a recent brokerage statement or a letter from a bank or broker. Directions to the Annual Meeting are available at http://investor.underarmour.com/annuals.cfm.annual-proxy.cfm.

Revocation

If you are the record holder of your shares, you may revoke or cancel a previously granted proxy at any time before the Annual Meeting by delivering to the Secretary of Under Armour at 2601 Port Covington Drive, Baltimore, Maryland 21230, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Any stockholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the shares or by obtaining a legal proxy from the bank or brokerage firm and voting in person at the Annual Meeting. Your personal attendance at the meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Abstentions and BrokerNon-Votes

Shares held by stockholders present at the Annual Meeting in person or by proxy who do not vote on a matter and ballots or proxies marked “abstain” or “withheld” on a matter will be counted as present at the meeting for quorum purposes, but will not be considered votes cast on the matter.

If your shares are held in street name through a bank or broker and you do not provide voting instructions before the Annual Meeting, your bank or broker may vote your shares under certain circumstances in accordance with NYSE rules that govern banks and brokers. These circumstances

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include “routine matters,” such as the ratification of the appointment of our independent registered public accounting firm described in this Proxy Statement. Thus, if you do not vote your shares with respect to these matters, your bank or broker may vote your shares on your behalf or leave your shares unvoted.

The election of directors and the advisory approval of our executive compensation and the advisory vote on the frequency of future advisory votes on our executive compensation are not considered “routine matters.” Thus, if you do not vote your shares with respect to any of these matters, your bank or broker may not vote the shares, and your shares will be left unvoted on the matter.

“Brokernon-votes” (which are shares represented by proxies, received from a bank or broker, that are not voted on a matter because the bank or broker did not receive voting instructions from the

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beneficial owner) will be treated the same as abstentions, which means they will be present at the Annual Meeting and counted toward the quorum, but they will not be counted as votes cast on the matter. Abstentions and brokernon-votes will not have an effect on any of the proposals at this meeting because they will not be counted as votes cast.

Householding

The SEC permits us to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. This process, referred to as householding, reduces the volume of duplicate information and reduces printing and mailing expenses. We have not instituted householding for stockholders of record. Certain brokerage firms may have instituted householding for beneficial owners of our common stock held through brokerage firms. If your family has multiple accounts holding our shares, you may have already received a householding notice from your broker. Please contact your broker directly if you have any questions or require additional copies of the proxy materials. The broker will arrange for delivery of a separate copy of this Proxy Statement or our Annual Report promptly upon your written or oral request. You may decide at any time to revoke your decision to household and begin receiving multiple copies.

Solicitation of Proxies

We pay the cost of soliciting proxies for the Annual Meeting. We solicit by mail and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies, either personally or by telephone, facsimile or written or electronic mail. Stockholders are requested to return their proxies without delay.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES

The following table sets forth certain information known to us regarding the beneficial ownership of shares of our common stock by:

Except as otherwise set forth in the footnotes below, the address of each beneficial owner is c/o Under Armour, Inc., 1020 Hull Street, Baltimore, Maryland 21230, and to our knowledge, each person has sole voting and investment power over the shares shown as beneficially owned. Unless otherwise noted, the information is stated as of March 17, 2017,February 23, 2018, the Record Date for the Annual Meeting of Stockholders. No shares in this table held by our directors or executive officers are pledged as security. The table below does not include restricted stock unit, or RSU, awards with shares issuable more than 60 days from March 17, 2017,February 23, 2018 or stock options exercisable more than 60 days from March 17, 2017, or any RSUs or stock options with performance based vesting conditions that have not yet been satisfied.February 23, 2018. With respect to our 5% stockholders, the table below does not present their ownership of our Class C Stock due to itsnon-voting status.

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ELECTION OF DIRECTORS

(PROPOSAL 1)

Nominees for Election at the Annual Meeting

There are tennine nominees for election to the Board of Directors at the Annual Meeting. Nine of ten nominees currently serve as a director. Ms. DeVard is being nominated as a director for the first time. Biographical information for each nominee for director is set forth below. In addition, information about the experience, qualifications, attributes and skills considered by our Corporate Governance Committee and Board in determining that the nominee should serve as a director is set forth below. For additional information about how we identify and evaluate nominees for director, see “Corporate Governance and Related Matters—Identifying and Evaluating Director Candidates” below.

TenNine directors will be elected at the 20172018 Annual Meeting to hold office until their successors are elected and qualified. Unless otherwise specified, the proxies received will be voted for the election of the following persons:

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The election of each director requires a plurality of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the election of the tennine nominees for director.

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Byron K. Adams, Jr., our longest serving director other than Mr. Plank, is not standing for reelection at the Annual Meeting. The Board thanks Mr. Adams for his many years of service to our company.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Board of Directors and Board Leadership Structure

Our Board of Directors has ten directors. Of the currentnine directors, nineeight of which (approximately 89%) are independentnon-management directors, with 80% being independent directors. If Ms. DeVard is elected to our Board of Directors, 90% of our directors will be independent.

Kevin Plank currently serves as Chief Executive Officer and Chairman of the Board for our company. We believe combining the roles of chairman and chief executive officer is currently the appropriate leadership model for our company as it provides for clear accountability and efficient and effective leadership of our business. As our founder and our largest stockholder, with beneficial ownership of approximately 16% of our outstanding stock and majority voting control of our company, we believe Mr. Plank is the appropriate person to lead both our Board and the management of our business.

During 2016, we implemented a series of changes to our stock and corporate governance that resulted in the creation of our Class C Stock. On April 7, 2016, stockholders of record of our Class A Stock and Class B Stock received shares of Class C Stock on aone-for-one basis. Among other things, these changes permit us to issue Class C Stock instead of Class A Stock through our equity incentive plans without further diluting the voting control of Mr. Plank, thereby prolonging our current governance structure, which we believe is important to our long-term growth and success.

Lead Director

To further strengthen our corporate governance structure and provide independent oversight of our company, the Board has appointed Mr. Krongard as our lead independent director. As Lead Director, Mr. Krongard acts as a liaison between thenon-management directors of the Board and Mr. Plank and the other members of our management team, chairs regular executive sessions of the Board without Mr. Plank present and performs other functions as requested by thenon-management directors.

Communication with Directors

If stockholders or other interested parties wish to communicate withnon-management directors, they should write to Under Armour, Inc., Attention: Corporate Secretary, 2601 Port Covington Drive, Baltimore, Maryland 21230. Further information concerning contacting our Board is available through our investor relations website at www.uabiz.com, under “Investors-Governance.”

Stockholders Meeting Attendance

Directors are encouraged to attend annual meetings of stockholders, but we have no specific policy requiring attendance by directors at such meetings. All of our directors attended our 20162017 Annual Meeting of Stockholders.

Availability of Corporate Governance Information

For additional information on our corporate governance, including Board committee charters, our corporate governance guidelines and our code of business conduct and ethics, visit our investor relations website at www.uabiz.com, under “Investors-Governance.”

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Role of Board in Risk Oversight

Our Board of Directors is responsible for the oversight of risk management. The Board delegates much of this responsibility to the Audit Committee. Under its charter, the committee’s responsibilities include to inquire of management our Vice President of Global Risk Management and our independent registered public accounting firm about

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significant financial risks or exposures, the company’s processes and policies for risk assessment and the steps management has taken to mitigate these risks to the company. The committee receives periodic reports from our Vice President of Global Risk Managementmanagement on our enterprise risk management program and our risk mitigation efforts. The committee also oversees our legal and regulatory compliance programs and our internal audit function. The Compensation Committee has the responsibility to review the risks of our compensation policies and practices. Our full Board periodically reviews our financial and strategic plans and objectives, including the risks that may affect the achievement of these plans and objectives.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines to further align the financial interests of the company’s executives andnon-management directors with the interests of our stockholders. The guidelines provide that executive officers should own company stock with a value at least equal to ten times annual base salary for the Chief Executive Officer, three times annual base salary for Executive Vice Presidents and one time annual base salary for all other executive officers. The guidelines provide thatnon-management directors should own company stock with a value at least equal to three times the amount of the annual retainer paid to directors. Executive officers are expected to achieve the stock ownership levels under these guidelines within five years of their hire or promotion to executive officer andnon-management directors within three years of joining our Board. The company’s stock ownership guidelines can be found on our website at www.uabiz.com, under “Investors-Governance.”

All executive officers andnon-management directors are in compliance with the guidelines with the exception of persons new to their roles within the last few years.years, with the exception of Karl-Heinz Maurath. Mr. Maurath has announced his retirement from our company, effective March 31, 2018. We anticipate these personsour remaining executive officers andnon-management directors will be in compliance with the guidelines within the required time frame.

Kevin Plank, the company’s Chief Executive Officer and Chairman of the Board, and our founder, currently has a base salary of $26,000, which was his approximate salary when he founded the company. He owns 164,617181,608 shares of Class A stock, 34,450,000 shares of Class B Stock and 33,802,85733,819,595 shares of Class C Stock, valued at more than $1.27$1.1 billion as of the March 17, 2017February 23, 2018 Record Date for the Annual Meeting of Stockholders, far above the multiple of ten times salary minimum ownership requirement, even assuming a significantly higher salary amount more typical for a Chief Executive Officer at a company of our size.

Independence of Directors

The Board has determined that allnon-management directors who were elected to our Board at our 2017 Annual Stockholders Meeting were independent, and has further determined that the following eight directors standing for election at our 2018 Annual Stockholders Meeting are independent under the corporate governance listing standards of the New York Stock Exchange, or NYSE: George W. Bodenheimer, Douglas E. Coltharp, Anthony W. Deering,Jerri L. DeVard, Karen W. Katz, A.B. Krongard, William R. McDermott, Eric T. Olson and Harvey L. Sanders. The Board has also determined that Jerri L. DeVard, the nominee to the Board, is independent under the NYSE standards.

When determining the independence of the directors under NYSE standards, the Board considered certain company relationships. Mr. McDermott is the Chief Executive Officer and Executive Board member of SAP SE. The company has standard industry license agreements for SAP software

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and uses SAP for related support services. In 2015, the company also entered into an agreement with SAP to engage SAP to assist in an ongoing initiative that includes the implementation of SAP’s Fashion Management software and enhancements to global business processes to help support the company’s growth. In 2016,2017, between these two arrangements, we paid approximately $69.4$10.2 million to SAP, or approximatelyless thanone-tenth of one percent of SAP’s 20162017 worldwide revenues of approximately

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€2223.5 billion. The Board has determined that this relationship is not a material relationship and has no impact on Mr. McDermott’s independence.

Kevin Plank is not independent because he is our Chairman of the Board and Chief Executive Officer. Byron K. Adams, Jr., former Senior Advisor to the Chairman advising primarily on our digital business, is not independent because he served as an executive of the company within the last three years. Mr. Adams is not standing forre-election at the Annual Meeting.

Our charter includes additional factors for the Board to consider when determining whether a director will be “independent” under the NYSE standards. Specifically, the Board must consider whether any of the independent directors have any material financial or service relationship with Mr. Plank or any of his family members. The Board has considered these factors and determined that neithernone of the current independent directors nor Ms. DeVard have any such relationships. A copy of our charter that includes these requirements is available through our website at www.uabiz.com, under “Investors-Governance”.

Board Meetings and Committees

Our Board meets regularly throughout the year. During 2016,2017, there were fourteenten meetings of the Board. In 2016,2017, all directors attended at least 75% of the aggregate meetings of the Board and the committees of which they were members.

The Board has the following four standing committees: an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Finance and Capital Planning Committee. The table below provides current membership and meeting information for 20162017 for each of these committees.

The functions performed by these standing committees are summarized below, and are set forth in more detail in their charters. The complete text of the charters for each standing committee can be found on our website at www.uabiz.com, under “Investors-Governance.” The Board has determined that each member of the Audit, Compensation and Governance committees is independent as required under NYSE listing standards and our charter.

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Audit Committee

Mr. Krongard serves as the chairman of the Audit Committee. This committee assists the Board of Directors with oversight of matters relating to accounting, internal control, auditing, financial reporting, risk and legal and regulatory compliance. The committee oversees the audit and other services provided by our independent registered public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the committee. The committee also oversees the internal audit function for Under Armour and is responsible for the appointment of the Director of Internal Audit,chief audit executive, who reportsreport directly to the committee. The Audit Committee Report for 20162017 is included in this Proxy Statement under “Audit Committee Report.”

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The Board has determined that all the committee members are independent, financially literate and qualify as “audit committee financial experts” under SEC rules and NYSE listing standards.

Compensation Committee

Mr. Sanders serves as the chairman of the Compensation Committee. This committee approves the compensation of our Chief Executive Officer, or CEO, and our other executive officers, administers our executive benefit plans, including the granting of stock options, restricted stock units and other awards under our equity incentive plans, and advises the Board on director compensation. Pursuant to its charter, the committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the committee. However, the committee has not delegated any such responsibilities.

Our CEO and other senior executives evaluate the performance of our executive officers and make recommendations to the Compensation Committee concerning their compensation. The committee considers these evaluations and recommendations, and its evaluation of the CEO in determining the compensation of our CEO and our other executive officers.

Pursuant to its charter, the Compensation Committee has the authority to obtain advice and assistance from advisors, including compensation consultants. In 2016,2017, the committee engaged the services of an independent compensation consultant, Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee. This independent consultant reports directly to the committee and the committee retains sole authority to retain and terminate the consulting relationship. In carrying out its responsibilities, the independent consultant collaborates with management to obtain data, provide background on compensation programs and practices, and clarify pertinent information. The committee obtained from the independent consultant competitive market data on compensation for executives to assess generally the competitiveness of our executive compensation and the general design of our annual cash incentive plan.compensation. The competitive market data was based on a peer group and WTW’s published industry survey data. The committee generally has not relied on the independent consultant to determine or recommend the amount or form of executive compensation.

In 2016, management separately engaged WTW for consulting services related to design of the company’s compensation for equity-eligible employees (excluding our executive officers). This engagement was reviewed andpre-approved by the Compensation Committee, and the committee did not consider this engagement to compromise the independence of WTW. The total compensation paid to WTW for these management consulting services in 2016 was $129,542.

Additional information concerning the processes and procedures for the consideration and determination of executive officer compensation is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee Report for 20162017 is included under the “Compensation Committee Report” section of this Proxy Statement.

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A description of the compensation program for ournon-management directors, including updates to the program for 2017, is included below under the “—Compensation of Directors” section of this Proxy Statement. In late 2016, at the request ofearly 2018, the Compensation Committee Chairman, management researched director compensation practices of competitor companies and reviewed, the data with the committee. The committee also reviewed a summaryassistance of published third party surveys on public company director compensation practices of similarly sized companies and director compensation of industry peers.

In early 2017, the Compensation Committee reviewedmanagement, the risks of our compensation policies and practices. The company’s Vice President of Global Risk Management conducted a risk assessment of our compensation policies and practices for all employees and this assessment was reviewed by the committee. The risk assessment included a review of our material compensation programs, the structure and nature of these programs, the short-term and long-term performance incentive targets used in these programs and how they relate to our business plans and creating stockholder value, corporate governance policies with respect to our compensation programs, and other aspects of our compensation programs. Based on this review and assessment, we concluded that the risks related to our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

Corporate Governance Committee

Mr. McDermott serves as the chairman of the Corporate Governance Committee. This committee identifies individuals qualified to become members of our Board of Directors, recommends candidates for election or reelection to our Board, oversees the evaluation of our Board, and advises our Board regarding committee composition and structure and other corporate governance matters. The committee also periodically reviews succession planning for our Chief Executive Officer and other senior executive positions.

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Finance and Capital Planning Committee

Mr. Coltharp serves as the chairman of the Finance and Capital Planning Committee. This committee assists our Board in overseeing the financial and capital investment policies, planning and activities of the company in support of our long-range goals.company.

Identifying and Evaluating Director Candidates

The Corporate Governance Committee recommends to the Board candidates to fill vacancies or for election or reelection to the Board. The Board then appoints new Board members to fill vacancies or nominates candidates each year for election or reelection by stockholders. The committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees other than as set forth in the committee’s charter as described below.

The Corporate Governance Committee’s charter requires the committee to establish criteria for selecting new directors, which reflects at a minimum a candidate’s strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board, including its size and structure, and principles of diversity, including gender and ethnicity. The committee also considers the statutory requirements applicable to the composition of the Board and its committees, including the independence requirements of the NYSE.

The committee also considers each candidate’s skills, knowledge and experience relative to what skills and experiences can best contribute to the effective operation of the Board, particularly in light of the evolving needs and long-term strategy of our company. We believe each Board member contributes a wide range of skills, knowledge and experience as illustrated in their individual biographies. For a discussion of the specific experience, qualifications, attributes or skills of the nominees for election to the Board, see the “Election of Directors” section of this Proxy Statement.

The Board has

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not established term limits for directors because of the concern that term limits may deprive the company and its shareholders of the contribution of directors who have been able to develop valuable insights into the company and its operations over time. The tenure of our directors ranges from one to fourteen years. We have added three new independent directors sincemid-2014, with our two longest serving Board members retiring from the Board over the same time period. We believe the tenure of our Board members provides an appropriate balance of expertise, experience, continuity and perspective that serves the best interests of our shareholders. The average tenure of thenon-management members of our Board is 8.6 years. Our corporate governance guidelines do provide that a director is expected not to stand for reelection after the age of 75. The Corporate Governance Committee recommended the Board nominate Mr. Krongard, age 80,81, for reelection to the Board based on his continued strong leadership and service on the Board both as Audit Committee Chairman and Lead Director, and the Board agreed with this recommendation.

The Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity, including gender and ethnicity, in identifying director nominees. Consistent with the committee’s charter, when identifying director nominees, the committee considers general principles of diversity, and does so in the broadest sense, considering diversity in terms of business leadership, experience, industry background and geography, as well as gender and ethnicity. However, the committee and the Board believe that considering gender and ethnic diversity is consistent with the goal of creating a Board that best serves the needs of our company and the interests of our shareholders, and they are important factors considered when identifying individuals for Board membership. The committee strives for directors who represent a mix of backgrounds and experiences that will enhance the quality of the board’sBoard’s deliberations and oversight of our business, and as our business expands we hope to attract directors with a broader range of backgrounds and experiences.

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The Corporate Governance Committee periodically considers criteria for identifying possible new director candidates as needed, in consultation with the CEO and Chairman of the Board and other members of the Board and management, and works with management and other members of the Board in recruiting new candidates. Candidates identified through this process are considered by the full committee for possible recommendation to the Board. From time to time the committee uses the services of a third party search firm to assist it in identifying and screening candidates. A third party search firm identified and recommended Ms. DeVard as a potential candidate.

In addition, the Corporate Governance Committee will consider director candidates suggested by stockholders. Any stockholder who wishes to recommend a director candidate for consideration by the committee may do so by submitting the name and qualifications of the candidate to the chairman of the committee. See “Communications with Directors” above for how to communicate with the chairman of the committee. Our bylaws include requirements for direct nominations by a stockholder of persons for election to our Board. These requirements are described under “Stockholder Proposals” at the end of this Proxy Statement.

Compensation of Directors

Retainers

The compensation arrangement fornon-management directors during 20162017 was as follows:

The cash retainers are payable in quarterly installments and directors have the option to defer the cash retainers into deferred stock units pursuant to theNon-Employee Directors Deferred Stock Unit Plan. Beginning with the second quarter of 2016, we began issuing deferred stock units for shares of

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our Class C Stock rather than our Class A Stock. Deferred stock units will be settled in shares of our Class A Stock or Class C Stock (as applicable) on aone-for-one basis six months after the director leaves the Board, or sooner upon death or disability. We do not pay meeting fees for any Board or standing committee meetings.

Equity Awards

Non-management directors also receive the following equity awards:

Update to Equity Awards for 2017

The current arrangements for our Board compensation have been in place since 2015. The Compensation Committee reviewed director compensation in late 2016 and again in early 2017. For further discussion of this review, see “—Board Meeting and Committees—Compensation Committee” above. After this review, the committee and the Board believed that our director compensation was below competitive levels and that changes were appropriate to bring our director compensation more in line with director compensation in our industry. The committee recommended and the Board approved for 2017 an increase in the annual award of restricted stock units from $125,000 to $150,000.

The restricted stock units vest in full upon the director’s death or disability or upon a change in control of Under Armour. The restricted stock units are forfeited if the director leaves the Board for any other reason prior to the scheduled vesting term. Upon vesting of the restricted stock units, the restricted stock units are converted into deferred stock units with the shares delivered six months after the director leaves the Board, or sooner upon death or disability.

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The table set below sets forth information concerning the compensation of ournon-management directors for 2016.2017.

Director Compensation for 20162017

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The amounts above do not include any adjustments to outstanding Class C Deferred Stock Units made in connection with our June 29, 2016 stock dividend to Class C stockholders in connection with a litigation settlement. All equity awards outstanding as of the record date for this stock dividend, including any Class C Deferred Stock Units, were adjusted in accordance with the distribution ratio for the dividend.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion and analysis of our compensation policies and decisions regarding the 20162017 compensation for our executive officers named in the compensation tables in this Proxy Statement.

Executive Summary

2017 marked a challenging year for Under Armour. In our North American business, which represents more than three-quarters of our net revenues, ongoing retail dislocation and Highlightsconsolidation, among other factors, impacted our results, particularly within our wholesale business. This led to lower results than we had initially anticipated at the start of the year. While we experienced challenges through the year, we believe we are taking proactive strategic steps to better position our company for long-term value creation, including by implementing restructuring plans designed to more closely align our financial resources with the critical priorities of our business with a goal of creating sustainable, long-term growth and returns for our shareholders.

As discussed in more detail below, our financial performance in 2017 resulted in a significant reduction to incentive awards and to performance based equity awards realized by each of our executive officers. For example Kevin Plank, our Chief Executive Officer, received no bonus for 2017 and all of his 2016 performance based equity award was forfeited and all of his 2017 performance based equity award is expected to be forfeited due primarily to our disappointing 2017 financial performance. See “—Components of Our 2017 Compensation Program—Equity Awards.” Mr. Plank’s total realized compensation, which includes his salary, the value of his shares vested and the value of all other compensation, declined almost 75% from $8.6 million in 2016 to $2.2 million in 2017. See “—CEO Actual Compensation Realized” on page 34.

Executive Compensation Program Changes for Fiscal 2017

In early 2017, following a review of competitive market data and practices, management recommended and our Compensation Committee approved certain changes to our annual equity award program designed to maintain our strongpay-for-performance culture while continuing to align the interests of our executives with our stockholders and promoting retention of key leaders in our organization. Key changes implemented in 2017 include the following:

What We Changed:				Why We Changed It:
Transitioned annual equity award mix from 100% performance based to 50% performance based and 50% time based				Altering mix of awards provides a more balanced approach for senior executives and promotes retention, while maintaining alignment with stockholders and continuing to emphasize financial performance
Increased “stretch” equity value to 200% of target value up from 125%				Provides increased upside potential, increasing incentives to drive growth
Added net revenue metric in performance based equity award, while maintaining operating income requirements				Highlights and promotes importance of overall growth in our business, with a continued emphasis on profitability

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2017 Performance and Compensation Highlights

For 2016 nearly 100%2017, substantially all of the annual compensation potential for our Chief Executive Officer, or CEO, Kevin Plank and a substantial portion of the annual compensation potential for our other executive officers was directlywere tied to the financial performance of our company, primarily through:

Our financial performance in 2016 resulted in a significant reduction

Our net revenue target under our annual cash incentive plan forgrew by 3.1% over 2016 growing net revenues by 22% over 2015 to $4.83$4.98 billion, and our operating income grew 2% to $417.5 million for 2016, which was down year-over-year, in each case below the targets set forth under theour 2017 annual cash incentive plan. As a result, we did not achieve the threshold financial targets under the plan and no awards were paid under this plan. However, given the efforts of our executives throughout the year, particularly in implementing our restructuring plan and other strategic initiatives, our Compensation Committee approved no annual incentive award forawarded limited cash bonuses to our executives, other than Mr. Plank, and annual incentive awards for other executive officers which were well belowPlank. These bonuses ranged between approximately10-30% of the target award levelslevel of bonus the executives were otherwise eligible for under the plan. See “—Components of our 2017 Compensation Program—Bonuses” below. The performance targets for the performance based equity awards granted in 20162017 were based on net revenue and adjusted operating income growth targets set at levels designed to require meaningful operating incomesales growth in 20162017 and 2017.2018 with a continued focus on profitability. As discussed in more detail below, given changes to our business plans following the grant of these 20162017 awards, we no longer expect these 20162017 awards to ultimately vest in future years, therefore delivering no value to our executives. See “—Components of Our 2017 Compensation Program—Equity Awards—Annual Performance Based and Time Based Equity Awards for 2016.2017.”

In addition, toas previously disclosed in our proxy statement for last year’s Annual Meeting of Stockholders, following the substantial portion of compensation tied to performance, other elementsdetermination that the vesting of our compensation for our executive officers that we believe are aligned with best practices and contribute to a reasonable compensation program include:

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Our 2017 Compensation Program—Equity Awards—2017 Retention Equity Awards.”

Advisory Vote to Approve Executive Compensation

At our 20162017 Annual Meeting of Stockholders we held an advisory vote to approve executive compensation, commonly referred to as “say on pay.” The Compensation Committee values the opinions expressed by stockholders in these votes. While these votes are advisory andnon-binding, the Compensation Committee and the Board review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented.

Our stockholders overwhelmingly approved our “say on pay” proposal at our 20162017 Annual Meeting of Stockholders, with more than 99%97% of the votes cast voting to approve our executive compensation. The Compensation Committee reviewed the voting results and, given the strong level of support, did not make any changes to our executive compensation program or principles in response to the vote.

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Last year our stockholders also voted overwhelmingly in favor of our recommendation to hold the “say on pay” vote each year. Based on this, and consistent with our recommendation, our Board has adopted a policy to hold a say on pay vote every year. Our Board is recommending stockholders vote in favor of approval of our executive compensation this year.

The Compensation Committee will continue to consider results from the annual “say on pay” advisory vote, including the results from the upcoming 20172018 Annual Meeting of Stockholders, as well as other stockholder input, when reviewing executive compensation programs, principles and policies.

Executive Compensation Features

We believe our executive compensation programs incorporate best practices that seek to drive business performance and align our executives with stockholder interests:

Objectives and Elements of our Compensation Program

The overall objectives of our compensation program for our executive officers are to attractto:

The key elements of our executive compensation program isthat are designed to reward our executives for growth in our net revenues and operating income, primarily through our annual cash incentive plan and our performance based equity awards. In addition, our equity awards incentivize our executive officers to generate positive returns for our stockholders.

Our compensation consists primarily of:help achieve these objectives are as follows:

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our President and Chief Operating Officer, our Chief Financial Officer and our General Counsel and Corporate Secretary, have also been involved in recommendations on the design and framework for our annual incentive plan and our equity awards, including the equity awards with vesting tied to our company’s performance. These executives also generally attend meetings of the Compensation Committee. The committee generally approves salaries and annual incentive awards for executive officers in executive sessions of the committee without the executive officers present.

Components of Our 2017 Compensation Program

SALARY

The Compensation Committee approves salaries for our executive officers at levels it deems appropriate based primarily on the executive’s level of responsibility.

The following table summarizes the base salaries for our named executive officers approved by the Compensation Committee for 2017:

In 2008, our CEO Mr. Plank voluntarily reduced his salary from $500,000 to $26,000, which was his approximate salary when he founded our company. As our largest stockholder, he believes he should be compensated for his services based primarily on our company’s performance through our annual incentive plan and annual performance based equity awards as discussed below.

Mr. Plank proposed andWith respect to our other named executive officers, the Compensation Committee approved salary increases for 2016 for certain executive officers based in part ontook the continued strong performance of the leadership team in 2015 driving a 28% increase for the year in net revenues and a 15% increase for the year in operating income. The company had finished 2015 with net revenues of $3.96 billion, and entered 2016 with a net revenues goal of $4.95 billion.

The following table summarizes the base salaries for our named executive officers approved by the Compensation Committee for 2016:actions:

Mr. Plank continued to receive a $26,000 salary. Mr. Molloy and Mr. Browne joined our company in 2016. We negotiated their salaries with them prior to their joining our company based on their previous salaries and the level of responsibility for their positions. The Compensation Committee approved a salary increase for Mr. Lee upon his appointment in May 2016 as Chief Digital Officer, increasing his salary from $325,000 to $500,000. Mr. Maurath did not receive a raise in 2016. With respect to Mr. Dickerson, in October 2015, we announced his plans to leave the company during the first quarter of 2016. He therefore did not receive a raise.

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ANNUAL CASH INCENTIVE AWARD

Plan Design and Performance Measures

We have an annual cash incentive plan for our executive officers. Under the plan, executives are eligible for a cash incentive award based primarily on company performance during the year. In January 2017, we announced our financial expectations for fiscal year 2017, noting that we expected more moderate net revenue growth than we had experienced in recent years, and as a result we expected operating income to decrease year-over-year as we maintained certain near-term investments needed to protect our long-term growth strategy. The

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Compensation Committee considered these expectations when establishing targets under the annual cash incentive plan. The baseline performance measure considered for 20162017 was net revenues,revenue, with the Compensation Committee considering our profitability when determining the ultimate award amounts.

Net RevenuesRevenue

For 2016,2017, company performance was assessed first on the level of net revenue growth. If the company achieved a certain minimum net revenue growth for 2016,2017, then executives would be eligible for annual incentive awards under the plan. Management and the Compensation Committee viewed net revenue growth as a fundamental indicator of our business strength.

Operating Income

Assuming the minimum net revenue growth was achieved, the Compensation Committee reserved its right to exercise its discretion to reduce or eliminate any annual incentive award amounts depending on our operating income growth for 2016.2017, which was expected to decrease year-over-year. The Compensation Committee approved targets with the expectation that award amounts would ultimately vary based on our operating income for 2016, which includesfurther expected to consider the impact of the incentive awards.our 2017 restructuring plan on operating income targets when determining any award amounts. While the company would be required to achieve the net revenue growth target in order for any award amount to be paid under the plan, the Compensation Committee approved operating income growth targets were included to further incentivizeit believed incentivized management to manage costs and operate the business in a profitable manner.manner, despite the expected decrease in operating income.

Other Performance Measures

Our annual cash incentive plan for executives for 20162017 was based primarily on the overall company performance measures described above and, unlike past years, did not include any specific componentabove. For executives in charge of certain business units, generally 25% of their incentive award was tied to the performance of particulartheir respective business units based primarily on the net revenue growth and profitability of the business units. Management and the Compensation Committee considered it important for 2016 to align executivesThese measures, when combined with the overall company results rather than being weighted onother business unit performance in order to drive alignment and accountability across the leadership team.

In March 2016, the Compensation Committee approved net revenue and operating income performance goals for the annual cash incentive plan based on our business plan at the time. The committee approved a net revenue requirement of $4.8 billion, and set operating income growth targets for the year, specifically setting a threshold growth rate of 20%, a target growth rate of 24% and a stretch growth rate of 28%.

In May 2016 we announced that, in connectionunits, align with the bankruptcy of one of our customers, our planned net revenues and operating income growth for 2016 would be lower than previously expected, and our operating income would be further impacted by the bankruptcy, primarily by awrite-off of accounts receivable. Following these announcements, the Compensation Committee believed it appropriate to adjust the operating income growth targets to reflect the revised financial plan, which took these events into account. Accordingly, the committee approved reducing each of the threshold, target and stretch operating income growth targets by $56 million to account for the expected loss in revenue and related operating income impacts arising as a result of the customer’s bankruptcy. The followingconsolidated measures discussed above.

Below is a summary of the primary performance measures considered in our annual cash incentive plan for 2016, reflecting2017, including how our operating income targets would have been impacted by the adjustments noted above:restructuring and impairment and other related charges realized in connection with our 2017 restructuring plan:

*  As discussed above, our operating income in 2017 was expected to decrease as compared to our operating income in 2016, which was $417.5 million. The operating income growth targets above must include the funding for the incentive award amounts. As a result, in order to fund higher incentive award amounts above the threshold level, the company must have achieved operating income growth levels even higher than those shown above.

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**  Post-restructuring operating income represents what the operating income targets as reported under generally accepted accounting principles (GAAP) would have been after the impact of the $129 million of restructuring and impairment and other related charges realized in connection with our 2017 restructuring plan. Our actual 2017 GAAP reported operating income for 2017, which includes the impact of the 2017 restructuring plan, was approximately $28 million.

Incentive Award Levels and Results

After considering the market competitiveness of our annual cash incentive plan, the Compensation Committee determined it was appropriate to increase the target award levels under the plan and determined to do so in two steps—once in 2015, and again in 2016. For our executive officers, the committee increased the target amount under the plan for 2016 from 62.5% of annual salary to 75% of annual salary, and the stretch amount from 125% of annual salary to 150% of annual salary. The Compensation Committee did not increase the target or stretch amount under the plan for our CEO Mr. Plank, which remained at $2.0 million and $4.0 million, respectively, for 2016.

For 2016,2017, the Compensation Committee set the following award target levels under our annual cash incentive plan for our named executive officers based on achievement of our operating income growth:targets, and these award levels were substantially the same as the award levels for 2016:

*  With respect to Mr. Frisk, given his significant leadership role within the Company as President and Chief Operating Officer, the Compensation Committee approved higher target and stretch opportunities for him upon his joining our company in July 2017.

**  With respect to Mr. Bergman, given his appointment as acting Chief Financial Officer in early 2017, the Compensation Committee approved a target level of 45% of annual salary and a stretch level of 90% of annual salary. Mr. Bergman was appointed Chief Financial Officer in November 2017, thereby removing the acting designation. When reviewing potential bonus payments for executives in early February 2018, the Compensation Committee determined that when considering any potential bonus for Mr. Bergman, it would consider his target level to be 75% of his annual salary (in line with other executives).

Between the threshold amount and the target amount of operating income, growth, and the target amount and stretch amount of operating income, growth, the company utilizes a sliding scale to determine the payout based on the amount of funding generated by the incremental operating income growth.dollars.

The annual incentive amounts for all the named executive officers were set at the above levels in order to have a significant percentage of the executive officers’ total compensation tied primarily to corporate performance. We believe tying a significant percentage of executive officers’ total compensation to corporate performance supports our objective to motivate our executives to build and profitably grow our business.

2016 Annual Cash Incentive Awards

Below is a summary of the primary performance measures considered in our annual cash incentive plan for 2016, after the adjustments described above, as compared to our results for 2016 and 2015:

Management and the Compensation Committee believed that the minimumOur net revenue level of $4.8was approximately $4.98 billion, necessary for executives to be eligible for an annual cash incentive award for 2016 was set high enough to ensure that incentive award amounts would only be paid if we continued to demonstrate meaningful netapproximately 2% below the $5.1 billion minimum revenue growth. The committee then set operating income targets for 2016 in order to appropriately incentivize our management to continue to drive meaningful operating income growth, after taking into account the change to our financial plan discussed above. Our 2016 net revenues of $4.83 billion exceeded the minimum net revenue leveltarget required for executives to be eligible for awards under the plan. With respect to theOur GAAP reported operating income targets, we achieved

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$417.5for 2017 was approximately $28 million, of operating income, representing an approximately 2% increase over our 2015 actual results. This amount waswell below the threshold levelpost-restructuring operating income target of $184 million. As a result of not achieving the threshold target, no amounts were paid under the plan.plan for 2017 to any of our named executive officers.

Given that the company stillBONUSES

Despite not having achieved the net revenue growth requiredand operating income targets under the annual cash incentive plan, with a 22% increase for the year, and the significant overall efforts of the leadership team in managing the business in a challenging North America retail environment, management recommended and the Compensation Committee approved modest incentivelimited cash bonus awards for certain of our executive officers.officers, excluding Mr. Plank. This recommendation was based in part on the significant efforts undertaken by the executive team in successfully executing on the restructuring plan announced in August 2017, which was designed to more closely align our financial resources with the critical priorities of our business. Along with restructuring efforts, the executive team made significant progress on a number of strategic initiatives. Mr. Bergman led the business in significantly reducing capital expenditures for the year and was key to the restructuring

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initiatives. Mr. Fipps successfully led our Connected Fitness business through significant cost saving initiatives, and also oversaw the implementation of our new global operating and financial reporting information technology system, a critical initiative for the long-term success of our business. Mr. Frisk’s strong leadership throughout the organization supported the achievement of the business unit goals for many of the groups under his leadership. Finally, while our North America business unit did not achieve its goals, Mr. Maurath’s leadership of our international segments led to us overachieving in those business units. The award amounts were well below the target levels under the plan. Management and the committee also considered the payment of a modest incentive award to be an important retention toolbonus awards approved for key executives. Consistent with other executives, Messrs. Browne, Lee and Maurath received awardseach named executive officer ranged between approximately20-25%10-30% of the target amount providedfor the executive level that could have been earned under the annual cash incentive plan if the company had achieved its financial targets and the differences between each executive officer’s ultimate awards was driven by performance against the business unit goals otherwise set under the annual cash incentive plan. Mr. Plank requested that he not receive any incentive award for 2016. Since Mr. Molloy was transitioning out of the company in early 2017, the committee did not consider him for an incentive award for 2016.

The annual cash incentive award for our executives is primarily determined based on the company financial performance measures discussed above. However, the Compensation Committee considers the overall performance of our CEO and the other executive officers, and reserved its discretion to further adjust up or down the annual incentive amounts based on individual performance during the year. Performance reviews are generally based on a qualitative assessment of performance and consider the executive’s performance and the performance of the department or departments for which the executive has responsibility, as well as the contributions the executive and department are making to the overall success of Under Armour. For 2016, the committee did not make any further adjustments to the annual cash incentive awards for the named executive officers based on individual performance, beyond the adjustments discussed above.

For the annual cash incentive amountsbonus awards paid to the named executive officers, see the “2016“2017 Summary Compensation Table” below.

EQUITY AWARDS

Management and the Compensation Committee believe equity awards are an important component of executive compensation and serve to better align the interests of our executives with those of our stockholders.

The Compensation Committee approves equity awards under our Second Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as amended. The purpose of the long-term incentive plan is to enhance our ability to attract and retain highly qualified executives and other persons and to motivate them to improve our business results and earnings for the long-term by providing them with equity holdings in Under Armour. Beginning in the second quarter of 2016, we began issuing equity awards for shares of our Class C Stock as equity compensation. While the Compensation Committee has the discretion under the terms of the plan to issue additional awards for shares of our Class A Stock, the Compensation Committee currently intends to utilize only our Class C Stock for equity compensation going forward.

VestingForfeiture of 20152016 Performance Based Equity Awards

In early 2015,2016, the Compensation Committee approved the grant of annual performance based restricted stock unit award to our management. Vesting of the 2015 awards were tied to our achievement of combined adjusted operating income targets for 2015 and 2016. For the 2015 award, the committee set the growth targets to incentivize management to continue to drive strong operating income growth during the performance period, while at the same time reflecting the dilutive effect of our Connected Fitness related acquisitions which were completed during the first quarter of 2015. With respect to the 2015 award, 40% of the award would be earned if the threshold level was achieved,

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80% of the award would be earned if the target level was achieved, and all of the award would be earned if the stretch level was achieved.

Consistent with the adjustments to the operating income targets in our annual cash incentive plan discussed above, following the revision to our financial plan in May 2016, the Compensation Committee approved a $56 million reduction to the combined adjusted operating income targets for the 2015 award. The following chart summarizes the threshold, target and stretch levels for the 2015 award, as adjusted to reflect the revised financial plan, as well as our actual combined results. We achieved the target performance level, and as a result 80% of the performance shares were earned.

*  Our reported combined operating income for 2015-2016 totaled $826 million. Adjusted operating income was our reported income from operations, excluding the impact of acquisition relatednon-capitalized deal costs and the amortization of intangible assets related to the Connected Fitness acquisitions completed in the performance period. This measure constitutes anon-GAAP financial measures.See “Appendix A: Reconciliation ofNon-GAAP Financial Measures.”

With respect to the 2015 award, the earned shares vest in annualone-third increments in each of February 2017, February 2018 and February 2019.

Performance Based Equity Awards for 2016

In February 2016, management recommended and the Compensation Committee approved a performance based stock option award to Mr. Plank, and performance based restricted stock unit awards to our other executive officers and other members of management. WhileVesting of the 2016 awards was tied to our achievement of combined operating income targets for 2016 and 2017, as adjusted for the impact of certain goodwill impairment charges, litigation related expense, foreign exchange losses and charges related to the write-down of our accounts receivable asset due to customer bankruptcies. For the 2016 award, the committee set the growth targets to incentivize management to continue to drive strong operating income growth during the performance period. As previously disclosed, these growth targets were adjusted to reflect revisions to our financial plan announced in recent years primarilyMay 2016 in connection with the bankruptcy of one of our customers. With respect to the 2016 award, 50% of the award would be earned if the threshold level was achieved, 100% of the award would be earned if the target level was achieved, and 125% of the award would be earned if the stretch level was achieved. The requirements for operating income (adjusted as described above) were set as follows: threshold was $1,002 million, target was $1,043 million and stretch was $1,085 million.

We did not achieve the threshold level of performance, and as a result all of the performance shares were forfeited.

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2017 Retention Equity Awards

As previously disclosed in our executive officers have receivedannual proxy statement for last year’s annual stockholders meeting, following our determination that the vesting of the 2016 performance based equity awards was not probable, management and the Compensation Committee considered whether it would be in the best interest of the company and its stockholders to grant additional retention awards to executives. The committee considered a number of factors when evaluating the retention awards, including among other factors:

In February 2017, management recommended and the committee approved retention equity awards for certain executives in the form of time based restricted stock units, vesting in four equal annual installments, with the first vesting beginning in February 2018. The following table presents the value of the retention awards received by our named executive officers in February 2017. Mr. Plank requested that he not be considered for a retention equity award. Mr. Frisk joined our company in July 2017.

Annual Performance Based and Time Based Equity Awards for 2017

As discussed above under “—Executive Summary—Executive Compensation Program Changes for Fiscal 2017,” following a review of competitive market data and practices, management recommended and the Compensation Committee approved certain changes to our annual equity award program, including changing the mix of our annual equity awards to executive officers to include time based awards, increasing the “stretch” value of performance awards and adding a net revenue performance metric to the awards. The following provides a summary of the 2017 annual equity award program for our named executive officers:

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		Represents 50% of the total grant date fair value of annual equity awards granted to each named executive officer Vests in four-equal annual installments beginning in February 2018, subject to continued employment Promotes long-term retention of executives and alignment with stockholder interests
		Represents 50% of the total grant date fair value of annual equity awards granted to each named executive officer Vesting is tied to achievement of combined net revenue and adjusted operating income targets for 2017 and 2018, with payouts ranging from25%-200% based on the performance level achieved If performance metrics are achieved, awards vest intwo-equal annual installments beginning in February 2019, subject to continued employment Emphasizes and incentivizes financial performance by providing upside potential for strong growth, while continuing to focus on profitability, stockholder value and retention

With respect to Mr. Plank’s annual equity award, management recommended and the Compensation Committee approved performance based and time based stock option awards to Mr. Plank. Other executive officers and members of management received annual equity awards in the form of performance based and time based restricted stock unit awards. The committee determined that for Mr. Plank it would further incentivize him to drive long-term shareholder value if he were awarded performance based stock options, as the options would only have value to the extent our stock price increased over the price on the grant date value.

For both the performance based stock options and restricted stock units, vesting of the award is tied to achievement by the company of a certain combined adjusted operating income target for 2016 and 2017, with 40% of the maximum amount earned if the threshold performance level is met, 80% earned if the target level is met and 100% earned if a higher stretch performance level is met. Upon achievement of the performance target, the shares or options earned under the award vest in three equal annual installments beginning in February 2018, subject to the executive’s continued employment with the company, as an incentive for the executive to remain with the company. Management and the Compensation Committee believed at the time that the performance targets were set high enough to ensure that the award vests only following meaningful operating income growth. Management and the committee believed that adding performance conditions to the vesting was important to further incentivize our team to increase our profitability and drive long-term stockholder value. Similar to the adjustments made to the performance targets for the 2015 performance based stock option and restricted stock unit awards discussed above, the performance targets for these 2016 awards were adjusted by the Compensation Committee to reflect the May 2016 revision to our financial plan.date.

The employees receiving this equity award were chosen based primarily on their position and responsibilities with the company, as well as their past performance. The total amount of this equity awardawards to all employees was generally based on the total compensation expense amount related to

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equity awards as budgeted by management. The amount of the equity award to each employee, including executive officers, was based on a projected value of equity to be delivered over time and was generally tiered based on the employee’s level within the company. The threshold, target and maximum number of options or shares that can be earned by the named executive officers are included in the “Grants of Plan-Based Awards for 2016”2017” table below.

In January 2017,February 2018, we announced our 20162017 financial results and revisedupdated our business plan for 2017.2018. Based on the changes in our business plan, we no longer expect any of the 20162017 performance based stock options and restricted stock units to vest and be earned. The following table sets forth the total compensation for each of our named executive officers as described in our “2016“2017 Summary Compensation Table”, adjusted for the loss of these 2016 awards (excluding Mr. Dickerson, who did not receive a 2016 award).2017 awards.

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2017 Retention Equity Awards and Equity Plan Design Changes

Following our determination that the vesting of the 2016 performance based equity awards was not probable, and the vesting of the 2015 performance based equity awards at the 80% target level rather than the 100% stretch level, management and the Compensation Committee considered whether it would be in the best interest of the company and its stockholders to grant additional retention awards to executives. The committee considered a number of factors when evaluating the retention awards, including:

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In February 2017, management recommended and the committee approved retention equity awards for certain executives (including but not limited to our named executive officers) in the form of time based restricted stock units, vesting in four equal annual installments. The following table presents the value of the retention awards received by our named executive officers, as compared to the target and stretch values of the 2016 performance based equity awards (Mr. Plank requested that he not be considered for a retention equity award):

Although these retention awards are 2017 compensation and are not reflected in the “2016 Summary Compensation Table” below, we believe they relate to, and are an important factor in understanding executive compensation for 2016.

Based on a review of competitive market data and practices, in early 2017 management recommended and the Compensation Committee approved certain changes to the mix of our annual equity awards for our executive officers going forward. Beginning with annual equity awards in 2017, our executives will receive a combination of time based and performance based equity awards.

Time Based Equity Awards

From time to time management recommends and the Compensation Committee approves other time based restricted stock unit awards to certain of our executive officers, typically in connection with the officer joining our company or to ensure that the officer’s financial interests are sufficiently aligned with the interests of our stockholders. Both Mr. Molloy and Mr. Browne were granted time based awards upon joining us in 2016. In determining the amount of these awards, management and the committee considered primarily the executive’s position and level of responsibility within our company, as well as the retention and long-term incentive value of the award. Mr. LeeFrisk was also granted a time based award upon his appointment to Chief Digital Officer.joining us in 2017. In determining the amount of Mr. Lee’sFrisk’s award, management and the committee considered his significant leadership position the fact that he had not received any prior equity awards since joining the company in early 2015as President and Chief Operating Officer and the relative importance of equity compensation to executives in the technology and digital sector.aligning his interests with those of stockholders. Given the size of Mr. Lee’sFrisk’s award, management recommended and the committee agreed that the award should vest in annual installments over a five year period in order to provide the appropriate long-term incentive. TheseThis equity awards areaward is included in the “Grants of Plan-Based Awards for 2016”2017” table below.

BENEFITS AND PERQUISITES

We have no defined benefit pension plan or any type of supplemental retirement plan for executives. We have a deferred compensation plan to provide senior management, including executive officers, with a way to save on a tax deferred basis for retirement and other needs. The plan allows for company contributions in certain limited cases. See “Nonqualified Deferred Compensation” for a description of this plan and the balances under the plan for the named executive officers. We did not make any company contributions to the plan in 20162017 for any named executive officer.

Executive officers are eligible to participate in our broad-based benefit plans available to employees generally, including a 401(k) plan and Employee Stock Purchase Plan.

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We pay the premiums for supplemental long-term disability insurance for our executive officers. The standard benefit offered to all employees provides long-term disability insurance equal to 60% of their salary; however, the benefit is capped at a maximum benefit of $10,000 per month. The cap results in a lower percentage of salary paid for executive officers under the standard benefit. The supplemental policy brings the total long-term disability insurance benefit for the executive officers closer to the 60% of salary level. For the named executive officers, the supplemental policy provides additional monthly disability benefits of approximately$20,000-$30,000. To avoid reducing the expected benefit to the executive officers, we also providehave provided a taxgross-up to them to cover the income taxes incurred as a result of our paying the premiums on these policies. At Mr. Plank’s request, we dohave not provideprovided a taxgross-up to him.him, other than certain de minimis amounts. Beginning in 2018, we no longer provide this taxgross-up to our executive officers.

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Other Compensation Practices

Equity Grant Practices

During 2016,2017, equity awards were generally granted to executive officers at one of our regularly scheduled Compensation Committee meetings.meetings, other than for Mr. Frisk who was granted his equity awards at a special meeting upon his joining our company. Our practice is to grant stock options with an exercise price equal to the closing market price of our common stock on the grant date. We have not had any program, plan or practice to select stock option grant dates for executive officers in coordination with the release of materialnon-public information in order to create value for the executive when the stock price increases over the exercise price for the stock option.

Hedging and Pledging

Our Board has adopted, as part of our insider trading policy, prohibitions against any employee or director hedging ownership of Under Armour stock by engaging in short sales or purchasing and selling of derivative securities relating to Under Armour stock. No director or executive officer of the company has any shares pledged as security.

Change in Control Severance Agreements

We have a change in control severance agreement with all of our executives except for our CEO, Mr. Plank. The purpose of the agreement is to ensure that we are able to receive and rely upon the executive’s advice as to the best interest of the company and our stockholders in connection with a change in control without concern that the executive might be distracted, or his or her advice may be affected by the personal uncertainties and risks created by a change in control.

The agreements generally provide severance only following a change in control and only if the executive’s employment is terminated without cause or the executive leaves for good reason within one year after the change in control, generally referred to as a “double trigger.” The agreements do not provide for a taxgross-up.

The primary benefit offered under the agreements is severance in an amount equal to one year’s salary and annual incentive award plus apro-rata annual incentive award for the year in which the employment ends. The executive must agree to not compete against the company for one year in order to receive these benefits. The agreements have a fixedone-year term with no automatic renewal of the term. In late 2016,2017, the Compensation Committee and the Board reviewed the agreements, and a summary prepared by our management on change in control severance benefits offered by other public companies in our line of business, and decided that the agreements were reasonable and should be extended through the end of 2017.2018.

Deductibility of Executive Compensation

Management and the Compensation Committee consider, as appropriate, the effect of limitations on deductibility for federal income tax purposes under Section 162(m) of the Internal Revenue Code of

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compensation in excess of $1,000,000.$1 million. The limitation appliesapplied to such compensation paid in a given year to our CEO and the three other most highly compensated executive officers (excluding the chief financial officer) named in the summary compensation table provided that the executive officer is employed by us as an executive officer as of the end of that year.

We intend for awards paid by us pursuant to our annual incentive plan to qualify as performance-based compensation that will not be subject to the limitations on tax deductibility under Section 162(m), although. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Compensation Committee reserves the discretioncovered executive officers in excess of $1 million will not be deductible unless it qualifies for transition release applicable to pay an award outside the plan if it determines that it iscertain arrangements in the best interestplace as of the company and our shareholders to do so.November 2, 2017.

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The tax deductions related to vesting of performance based restricted stock unit awards also generally qualify as performance-based compensation and thus are not subject to these limitations on tax deductibility. However, with respect to the 2015 performance based restricted stock unit awards, due to the reductions to the adjusted operating income targets described above, these awards are subject to the limitations on tax deductibility. In reviewing the changes to these awards, our Compensation Committee considered this impact on deductibility and determined it was in the best interest of the company to adjust the performance criteria. We expect the impact of this lost tax deduction to be fairly limited. However, given that the compensation expense for the 2015 performance based awards is recognized with the vesting of the awards in 2017 through 2019, we do not yet have visibility as to who will be named in the summary compensation table and thus subject to the limitation of deductibility for those years. Mr. Plank, our CEO, received performance based stock options and the tax deduction related to the exercise of stock options is not subject to the limitations on tax deductibility.

In addition, although we are able to record compensation expense for federal income tax purposes for other time based restricted stock awards in the year when the restricted stock award vests, the expense related to these outstanding restricted stock awards will be subject to these limitations on tax deductibility if the executive is subject to these limitations in the year of vesting.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with Under Armour’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement and be incorporated by reference into our Annual Report on Form10-K for the year ended December 31, 2016,2017, as filed with the SEC.

Harvey L. Sanders, Chairman

George W. Bodenheimer

Anthony W. Deering

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20162017 Summary Compensation Table

The following table sets forth information concerning compensation paid or accrued in the applicable years to our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer and the other three most highly compensated executive officers in 2016.2017. Certain salary and annual incentive plan compensation amounts may be deferred under our deferred compensation plan as discussed under “Nonqualified Deferred Compensation for 2016”2017” below. On February 28, 2018, we announced that Mr. Maurath, one of our named executive officers, will be retiring from the company effective March 31, 2018.

As discussed above, we do not currently expect the performance based equity awards granted in 20162017 (and discussed in Note (1)(3) to the table below) to vest.vest, and the performance based equity awards granted in 2016 have been forfeited in full. Please refer to the table presented above under “—Equity Awards—Performance Based Equity Awards for 2016”2017” for each named executive officer’s total 20162017 compensation without these awards included.