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Under Armour shareholder proposals passed overwhelmingly

Baltimore,MD -- 8/26/15 -- Under Armour CEO Kevin Plank listens during the company's stockholder meeting. Under Armour has scheduled a special stockholder meeting to vote on the proposal to change bylaws related to creating a new class of non-voting stock that would preserve CEO Kevin Plank's control of the sports apparel maker.
Baltimore,MD -- 8/26/15 -- Under Armour CEO Kevin Plank listens during the company's stockholder meeting. Under Armour has scheduled a special stockholder meeting to vote on the proposal to change bylaws related to creating a new class of non-voting stock that would preserve CEO Kevin Plank's control of the sports apparel maker. (Lloyd Fox / Baltimore Sun)

Under Armour reported Tuesday that its shareholder votes last week on provisions related to its planned stock split passed by wide margins in a filing with the U.S. Securities and Exchange Commission.

The planned two-for-one stock split will create a new class of stock without voting rights and give owners of each existing share of common stock one new share of the new class. The split would have the effect of preserving CEO Kevin Plank's personal control over the Baltimore-based sports apparel maker, which the company says is justified but has made it controversial.

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Some shareholders sued in Baltimore Circuit Court, alleging the company's board breached its fiduciary duty to shareholders by approving the split. The company agreed last month to delay the split until the lawsuit is resolved.

Given Plank's voting control, the proposals were expected to pass.

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Shareholders voted on amendments to the corporate charter designed to enhance shareholder rights related to Plank's control, approving them by margins ranging from 600-to-1 to more than 1,000-to-1. A proposal for an employee stock purchase plan for the new non-voting shares passed by a nearly 35-to-1 margin, while a proposal adding the new shares to its long-term incentive plan passed by an 8-to-1 margin.

Under Armour shares fell about 2.5 percent Wednesday amid the broad market decline, closing at $93.16 each.

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