Sector: Consumer Discretionary
UNDER ARMOUR INC CLASS C · Meeting: August 26, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-tenured director (since 2004) with strong financial expertise; UA's 3-year return of -7.3% is only 0.3 percentage points below the peer median of -7.0%, which does not meet the 20-point underperformance threshold required to trigger a negative vote, and no other disqualifying flags apply.
Director since 2017 with relevant marketing and branding expertise; the TSR underperformance trigger does not fire (UA is only 0.3pp below peer median on a 3-year basis), and no overboarding, attendance, independence, or other disqualifying issues are identified.
Board Chair since April 2024 (director since 2018) with extensive financial and international expertise; the 3-year TSR gap versus peers is only 0.3pp, well below the 20pp threshold needed to trigger a negative vote, and no other policy concerns apply.
Director since February 2023 with relevant digital and marketing experience; the TSR trigger does not apply given the narrow 0.3pp underperformance gap versus peers, and no independence, attendance, or overboarding concerns are identified.
Appointed April 2025, making her tenure less than 24 months as of the meeting date, so she is fully exempt from the TSR underperformance trigger under policy; no other disqualifying flags apply.
Director since September 2021 with strong executive and financial expertise; UA's 3-year TSR gap of only 0.3pp versus the peer median is far below the 20pp trigger threshold, and no overboarding, attendance, or independence issues are identified.
Long-tenured director (since 2012) with leadership and technology experience; the TSR underperformance trigger does not fire at a 0.3pp gap versus peers, and no other policy concerns are present.
Founder and CEO serving as an executive director since the company's founding; the 3-year TSR gap of only 0.3pp versus the peer median does not reach the 20pp threshold required to trigger a negative director vote, and the TSR analysis is evaluated independently from the Say on Pay vote.
Appointed April 2025, placing his tenure under 24 months at the time of the meeting, so he is fully exempt from the TSR trigger under policy; no other disqualifying flags apply.
Appointed April 2025, placing his tenure under 24 months at the time of the meeting, so he is fully exempt from the TSR trigger under policy; no other disqualifying flags apply.
Director since February 2023 with relevant media and entertainment expertise; the TSR gap of 0.3pp versus peers is far below the trigger threshold, the board has disclosed that a de minimis commercial relationship with his firm does not impair independence, and no other policy concerns apply.
All eleven director nominees receive a FOR vote. Under Armour's 3-year price return of -7.3% is only 0.3 percentage points below the peer group median of -7.0%, which is far short of the 20-point underperformance threshold required to trigger negative votes for directors with negative absolute returns. Three directors appointed in April 2025 (Fitzpatrick, Smith, Sweeney) are additionally exempt from the TSR trigger because their tenure is under 24 months. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Kevin Plank
Total Comp
$10,964,002
Prior Support
95%%
CEO Kevin Plank's reported total compensation for fiscal year 2025 (the most recently completed year in the database extract) was approximately $10.96 million, which is within a reasonable range for a CEO at a $2.9 billion consumer discretionary company, and the majority of his pay is tied to a stock-price hurdle requiring the Class C share price to average $10.00 over 60 consecutive trading days — a meaningful performance condition that has not yet been met. The annual cash incentive paid out at only 60% of target (reflecting below-plan results), and the company discloses a meaningful clawback policy adopted in 2023; prior-year Say on Pay support was an overwhelming 95%, well above the 70% threshold that would otherwise require visible changes. One notable concern is that for fiscal year 2026, the committee deviated from its historical 50/50 time-based/performance-based equity mix by granting only time-based stock awards to most named executive officers other than the CEO and CFO, citing tariff uncertainty — while this is a yellow flag on pay quality for those executives, the committee disclosed a clear rationale and committed to reverting toward performance-based grants in fiscal year 2027, which is sufficient to support a FOR vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,429,726
Non-Audit Fees
$1,311,895
Non-audit fees (tax fees of $1,283,000 plus audit-related fees of $5,395 plus other fees of $23,500, totaling approximately $1,311,895) represent about 38% of audit fees of $3,429,726, which is well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Under Armour's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under policy; no material financial restatements attributable to audit failure were identified.
The 2026 Under Armour annual meeting presents a four-proposal ballot; all three standard governance proposals (director elections, Say on Pay, and auditor ratification) receive FOR votes under this policy. The director slate passes cleanly because UA's 3-year TSR is essentially in line with its disclosed peer group (only 0.3pp below median, far short of the 20pp trigger), the CEO's pay is predominantly performance-conditioned via a demanding stock-price hurdle, and PwC's non-audit fees remain well within acceptable limits at roughly 38% of audit fees.
14 companies disclosed in 2026 proxy filing
