UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2020
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UNDER ARMOUR, INC.
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Maryland | 001-33202 | 52-1990078 | |||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
1020 Hull Street, Baltimore, Maryland | 21230 | ||||||||||||||||||||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 454-6428
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock | UAA | New York Stock Exchange | ||||||
Class C Common Stock | UA | New York Stock Exchange | ||||||
(Title of each class) | (Trading Symbols) | (Name of each exchange on which registered) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2020, Under Armour, Inc. (the “Company”) announced that Kevin Eskridge, Chief Product Officer, will be leaving the Company on August 15, 2020 to pursue other interests.
“During Kevin’s more than 10-year tenure at Under Armour, we’ve transformed from a small U.S. company into a multi-billion-dollar global athletic performance brand and his impact on our business has been significant,” said Under Armour President & CEO Patrik Frisk. “As we continue to execute against our long-term strategy, we are incredibly proud of the entire product organization and extremely confident in our ability to continue our evolution toward best practices and delivering performance solutions you never knew you needed and can’t imagine living without.”
In connection with his separation from the Company, upon his signature of a standard release and non-compete agreement, Mr. Eskridge will be entitled to receive a lump sum payment of $640,000 (equal to one-year of base salary), a pro-rated annual incentive award based on the Company’s 2020 financial performance, as well as continuation of certain health benefits for a 12-month period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNDER ARMOUR, INC. | ||||||||||||||||||||
Date: March 24, 2020 | By: | /s/ John P. Stanton | ||||||||||||||||||
John P. Stanton | ||||||||||||||||||||
Executive Vice President, General Counsel & Secretary |