PhillyInc: Activists see diversity lack on Urban Outfitters board

Posted: May 22, 2013

Urban Outfitters Inc. is the high-profile local company that shareholder activists are targeting once again over a lack of diversity on its board of directors.

Specifically, the sponsors of a proposal listed in the Philadelphia retailer's 2013 proxy statement want Urban Outfitters to broaden the pool of candidates it considers in order to change a seven-person board that includes no women or minorities.

The proposal, on the ballot for next Tuesday's annual meeting, is being sponsored by pension funds for New York City and Connecticut, retirement plans for Catholic and Lutheran ministries, and Bethesda, Md.-based Calvert Investment Management Inc., which practices a socially responsible investing strategy.

Urban Outfitters' board noted that shareholders defeated similar proposals in 2011 and 2012. Shareholder advocates countered that 39 percent of the votes were cast for the measure last year, up from 22 percent in 2011.

In recommending that shareholders cast "against" votes, the board said it acknowledged the benefits of broad diversity throughout the company, but believed the shareholder proposal could impede its ability to encourage that.

After the proxy statement had been mailed out, the same institutional shareholders issued a rebuttal to the board's position, saying they were "unconvinced" that Urban Outfitters "truly recognized the value that diversity brings."

"The primary clientele for our company is women," Calvert and the other shareholders said in a statement. "For our board to properly respond to changing consumer needs, Urban Outfitters must take steps to address the lack of diversity on its board."

The 'nays' have it

Shareholders of Comcast Corp. rejected both shareholder-sponsored proposals at its May 15 annual meeting.

On the first question about prohibiting accelerated vesting of stock options and restricted stock in the event of a sale of the company, shareholders voted 93.6 million shares for and 263.3 million against. Similar proposals have been among the most prevalent shareholder-sponsored efforts on the proxy ballots of large corporations this spring, but they have amassed little support.

The second proposal sought to encourage the board to adopt a recapitalization plan. The goal of that proposal would be to eliminate the current dual-class structure for shareholders that concentrates one-third of the voting power in chairman and CEO Brian L. Roberts' hands.

That vote was a little closer: 148.2 million shares for and 208.7 million against. That amounts to 41.5 percent of shareholders voting in favor of the change, compared with 26.2 percent for a similar proposal that Comcast faced in 2009.

   


Contact Mike Armstrong

at 215-854-2980 or marmstrong@phillynews.com, or @PhillyInc on Twitter. Read his blog, "PhillyInc," at www.inquirer.com/phillyinc.

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