Under Armour 2011 Annual Report Download - page 84

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item regarding directors is incorporated herein by reference from the 2012
Proxy Statement, under the headings “NOMINEES FOR ELECTION AT THE ANNUAL MEETING,”
“CORPORATE GOVERNANCE AND RELATED MATTERS: Audit Committee” and “SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.” Information required by this Item regarding
executive officers is included under “Executive Officers of the Registrant” in Part 1 of this Form 10-K.
Code of Ethics
We have a written code of ethics in place that applies to all our employees, including our principal executive
officer, principal financial officer, and principal accounting officer and controller. A copy of our ethics policy is
available on our website: www.underarmour.com. We are required to disclose any change to, or waiver from, our
code of ethics for our senior financial officers. We intend to use our website as a method of disseminating this
disclosure as permitted by applicable SEC rules.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference herein from the 2012 Proxy Statement
under the headings “CORPORATE GOVERNANCE AND RELATED MATTERS: Compensation of Directors,”
“EXECUTIVE COMPENSATION,” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference herein from the 2012 Proxy Statement
under the heading “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
OF SHARES.” Also refer to Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated by reference herein from the 2012 Proxy Statement
under the heading “TRANSACTIONS WITH RELATED PERSONS” and “CORPORATE GOVERNANCE
AND RELATED MATTERS—Independence of Directors.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference herein from the 2012 Proxy Statement
under the heading “INDEPENDENT AUDITORS.”
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