Exhibit 19.1
URBAN OUTFITTERS, INC. INSIDER TRADING POLICY
This Insider Trading Policy (the “Policy”) provides the standards of Urban Outfitters, Inc. (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly-traded companies while in possession of confidential information. This policy is divided into three parts: the first part prohibits trading in certain circumstances and applies to all Company employees, officers and directors (“Urban Associates”), the second part imposes special additional trading restrictions and applies to all (i) directors and executive officers of the Company and its subsidiaries, (ii) other employees of the Company who have been granted options to purchase the Company’s securities or who have received awards of equity based securities, (iii) all employees of the Company who report directly to the Company’s Chief Executive Officer, and
(iv) all employees in the Company’s Finance Department that are at the director level or above (persons identified in (i), (ii), (iii) and (iv) above being collectively referred to as “Covered Persons”), and the third part addresses administration and oversight of the Policy.
One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material non-public information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “non-public.” These terms are defined in this Policy under Part I, Section 3 below. The prohibitions would apply to any director, officer or employee who buys or sells Company common shares on the basis of material non-public information that they obtained about the Company, its customers, suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions.
PART 1
This Policy applies to all transactions in the Company’s securities, including common shares, options and any other securities that the Company may issue, such as preferred shares, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company.
This Policy applies to all employees of the Company and its subsidiaries, all officers of the Company and its subsidiaries and all members of the Company’s board of directors (the “Board”).
To the extent that the information is material, as defined above, the following are examples of some of the types of information where enforcement of insider trading restrictions has been sought:
Material information is not limited to historical facts but may also include projections and forecasts. An evaluation of the materiality of information must take into account all relevant facts and circumstances. Material information can be positive or negative, and can pertain to a broad range of matters affecting the Company’s business. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or share price should it occur. Movement in the Company’s share price does not imply that information released prior to the movement is, by definition, “material.”
The above examples of the types of information that may be material are not exhaustive. If you have a question as to whether information is material, you must contact the Company’s General Counsel, Deputy General Counsel or Associate General Counsel and abstain from trading in Company securities or disclosing the information until you have been informed that the information is not material or has been appropriately disclosed.
Non-public information may include:
As with questions of materiality, if you are not sure whether information is considered public, you must contact the General Counsel, Deputy General Counsel or Associate General Counsel and abstain from trading in Company securities or disclosing the information until you have been informed that the information is not material or has been appropriately disclosed.
There may be penalties for trading on or communicating material non-public information,
both for individuals involved in such unlawful conduct and their employers and supervisors. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
In addition, a person who tips others may also be liable for transactions by the tippees to whom they have disclosed material non-public information. Tippers can be subject to the same penalties and sanctions as the tippees, and the Securities and Exchange Commission (“SEC”) has imposed large penalties even when the tipper did not profit from the transaction.
The Company may also be subject to substantial legal penalties in the event an Urban Associate engages in illegal insider trading.
PART 2
All Covered Persons are prohibited from trading in the Company’s securities during blackout periods.
If you are considering entering into, modifying or terminating an Approved 10b5-1 Plan or have any questions regarding Approved Rule 10b5-1 Plans, please contact the General Counsel, Deputy General Counsel or Associate General Counsel. You should consult your own legal and tax advisors before entering into, or modifying or terminating, an Approved 10b5-1 Plan. A trading plan, contract, instruction or arrangement will not qualify as an Approved 10b5-1 Plan without the prior review and approval of the General Counsel, Deputy General Counsel or Associate General Counsel, as described above.
Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Even during a trading window, however, a Covered Person who is in possession of any material non-public information should not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window if a special blackout period under Part II, Section 1(b) above is imposed and will re-open the trading window once the special blackout period has ended.
PART 3
This Policy may be amended, modified or supplemented by the Company at any time and for any reason.
This Policy is intended to be in addition to and to supplement the Code of Conduct and Ethics of Urban Outfitters, Inc., which can be found at www.urbanoutfittersinc.com. In the event of any inconsistency between this Policy and the Code of Conduct and Ethics, this Policy shall control. All Urban Associates are expected to comply with applicable securities laws.
ACKNOWLEDGMENT AND CERTIFICATION
The undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands (or has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of non-public information.
Date: _________________ __________________
(Signature)
(Please print name)