Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective October 13, 2020, the Company appointed Francis J. Conforti as
Co-President and Chief Operating Officer. On December 1, 2020, the Board of
Directors appointed Melanie Marein-Efron as Chief Financial Officer, effective
December 2, 2020. Ms. Marein-Efron, 51, joined URBN in January 2013 as Director
of Financial, Planning & Analysis and was subsequently promoted to Executive
Director Finance & Corporate Development, her current role. Prior to joining the
Company, Ms. Marein-Efron worked at Campbell Soup Company, Godiva Chocolate and
General Motors in various senior finance roles. She began her career at Arthur
Andersen in 1991 in the financial advisory consulting practice. Ms. Marein-Efron
holds a B.S. in Economics and M.B.A in Finance from the Wharton School of the
University of Pennsylvania and is a Certified Public Accountant. Ms.
Marein-Efron will continue to be employed by the Company on an "at-will" basis,
and her annual base salary will increase to $525,000 in her new role as Chief
Financial Officer. Ms. Marein-Efron will be eligible to participate in the
Company's Executive Incentive Plan, with potential bonus amounts and targets for
the Company's Fiscal Year 2022 to be set in the future. There is no arrangement
or understanding between Ms. Marein-Efron and any other persons pursuant to
which she was selected as officer.
On November 30, 2020, upon the recommendation of the Nominating and Governance
Committee, the Board of Directors (the "Board") of Urban Outfitters, Inc. (the
"Company") increased the size of the Board from nine to ten members and elected
Amin Maredia and John Mulliken to serve as directors. Messrs. Maredia and
Mulliken will immediately begin serving for terms that expire at the 2021 Annual
Meeting of Shareholders of the Company. The Board determined that Messrs.
Maredia and Mulliken are independent directors under the listing standards of
the NASDAQ Global Select Market. Effective December 1, 2020, Scott Galloway
resigned from the Board.
In connection with their election to and service on the Board, each will receive
the same cash compensation from and after December 1, 2020 as all other
non-employee directors of the Company. They will not receive equity compensation
until and unless they are reelected to the Board at the Company's 2021 Annual
Meeting.
There is no arrangement or understanding between Mr. Maredia or Mr. Mulliken and
any other persons pursuant to which they were selected as directors. There are
no family relationships between Mr. Maredia or Mr. Mulliken and any director or
executive officer of the Company and no transactions involving Mr. Maredia or
Mr. Mulliken that would require disclosure under Item 404(a) of Regulation S-K.
Reference is made to the press release issued by the Company on December 3, 2020
and filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release, dated December 3, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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