Urban Outfitters, Inc. (URBN)
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AGM 2020

Jun 2, 2020

Oona McCullough
Director of Investor Relations, Urban Outfitters

Good morning. My name is Oona McCullough, Director of Investor Relations for Urban Outfitters, Inc. It's my pleasure to welcome you to the URBN Annual Shareholders Meeting. Due to government regulations meant to suppress the spread of COVID-19, we are holding our annual meeting virtually this year. If you are logged on to the Lumi platform, you will see the agenda for today's meeting on your screen. The agenda for the formal portion of today's meeting has three major components. First, the election of nine directors to serve until the 2021 Shareholders Meeting. Second, a proposal to ratify the appointment of Deloitte & Touche as company's independent registered public accounting firm. Third, to hold an advisory vote on approval of the company's executive compensation. You can vote your shares now, if you haven't done so already, using the same Lumi platform.

The link is provided on the left-hand side of your screen, but you must vote quickly because once we finish our introductions, the formal meeting will be called to order, at which time the polls will close and all voting will stop. If you have a question, please submit it via the chat function. Before turning the meeting over to Dick Hayne, I call your attention to the company's disclaimer that the following discussions may include forward-looking statements. Please note that actual results may differ materially from those statements. Additional information concerning factors that could cause actual results to differ materially from projected results is contained in the company's filings with the Securities and Exchange Commission. Now, I'll turn the meeting over to Dick Hayne, Chairman and CEO of Urban Outfitters, Inc.

Dick Hayne
Chairman and CEO, Urban Outfitters

Thank you, Oona. It's my pleasure to welcome URBN shareholders, directors, employees, service providers, and friends of the company to our first virtual annual meeting. Our agenda for today includes brief introductions, formal business, management discussion of recent business trends, and finally, a question and answer period. As Oona mentioned, polls will close after my introductions and before the formal meeting is called to order. Now, on to introductions. First, I would like to recognize the company's brand and shared service leaders, all of whom are either with me in our home office in Philadelphia, Pennsylvania, or are present virtually. They are: Frank Conforti, Chief Financial Officer. Meg Hayne, Chief Creative Officer and CEO of the Free People brand. Hillary Super, Global President of the Anthropologie Group. Sheila Harrington, President of the Free People brand. Trish Donnelly, Global CEO of the Urban Outfitters Group.

Dave Hayne, President, Nuuly, and Chief Digital Officer. Calvin Hollinger, Chief Operating Officer. Dave Ziel, Chief Development Officer and Managing Director of the Food and Beverage Division. Barbara Rozsas, Chief Sourcing Officer. Azeez Hayne, General Counsel and Corporate Secretary. For purposes of today's meeting, Azeez will also function as a Judge of Elections. I thank each of you for your dedication and excellent work this past year. In addition, I thank you for your remarkable job as this pandemic has disrupted our businesses. You have worked hard and gotten so much done under such adverse circumstances, while also having to learn completely new ways of working. Thank you. Moving on, it's my pleasure to introduce our Board of Directors. Our current Board is composed of nine Directors besides me.

They are Ed Antoian, Sukhinder Singh Cassidy, Harry Cherken, Scott Galloway, Meg Hayne, Liz Lambert, Jess Lawson, Wes McDonald, and Todd Morgenfeld. These nine colleagues have provided valuable advice, guidance, and oversight to me and the company. I thank them for their counsel and service. I also thank our non-executive directors for their leadership in voluntarily foregoing the remaining portion of their cash compensation for the fiscal year 2021. Their self-sacrifice sent a powerful message to our 24,000 employees around the globe and to our shareholders. Thank you. One director I would like to recognize and give a special thanks to is Jess Lawson. Jess is rotating off our board this year after 35 years of continuous service. He joined the board when our company had five stores, all clustered in the Amtrak corridor between Washington, D.C., and Boston.

Jess has helped guide our growth as we opened more stores, both nationally and internationally, create additional brands, and launched our digital catalog and wholesale businesses. I thank him for the innumerable contributions he's made over the years. Jess, the company and I will miss your intellect, your wit, and business acumen. Thank you. We have two service providers attending the meeting virtually. Each is ready to answer questions should any arise. The first is Felix Orihuela, representing our transfer agent and vote compiler from American Stock Transfer & Trust Company. Second is Bill Park, Partner in Charge from URBN's independent auditing firm, Deloitte. Thank you, gentlemen, for your service to our company this past year. My introductions are now complete. We'll move on to the next item on the agenda and conduct the company's formal business. The polls are officially closed. I call the meeting to order.

The first item of formal business is a statement concerning the giving of notice and the presence of a quorum. Azeez, would you report on these two matters?

Azeez Hayne
General Counsel and Corporate Secretary, Urban Outfitters

This meeting is held pursuant to printed notice, dated and mailed to each shareholder of record on March 30, 2020. Sufficient votes are present in person or by proxy to constitute a quorum.

Dick Hayne
Chairman and CEO, Urban Outfitters

Thank you, Azeez. Since we have a quorum, we will conduct the other three items of formal business that appear in the proxy statement. The first item is the election of directors. Nine nominees for director are listed in the proxy statement provided to shareholders. They are Ed Entwistle, Sukhinder Singh Cassidy, Harry S. Cherken, Jr., Scott Galloway, Margaret Hayne, Richard Hayne, Elizabeth Lambert, Wesley S. McDonald, and Bud Morgenfeld. If elected, each nominee will serve a term expiring at the annual meeting of shareholders in 2021. The next item of business is the reappointment of Deloitte as the company's auditor for the fiscal year ending January 31st, 2021. The third and final item of business on our agenda is the non-binding shareholder advisory vote on executive compensation. Azeez, please announce the voting result for each of these items.

Azeez Hayne
General Counsel and Corporate Secretary, Urban Outfitters

All nine directors listed in the proxy materials have been elected by a majority vote. The shareholders have ratified the appointment of Deloitte as the company's independent registered public accounting firm, and the shareholders have approved the company's executive compensation in a non-binding advisory vote.

Dick Hayne
Chairman and CEO, Urban Outfitters

Thank you, Azeez. The items of formal business as outlined in the proxy have now been addressed by the shareholders. The actual vote from today's meeting will be reflected in a Form 8-K filing in the next few days. As always, the board will review and carefully consider the voting results. Please note that the company has prepared and issued an annual report on Form 10-K. This report outlines the company's recent operating results and financial condition. The 10-K is available online at urbn.com. With that, the formal portion of today's meeting is closed. Moving on, I would like to provide a short update on recent business trends. Our company entered fiscal 2021 with strong, positive momentum across all three brands. All major product categories were comp positive, with women's apparel sales especially brisk. For February, URBN recorded a total retail segment comp of +11%.

We were excited to deliver our spring and summer assortments and were confident they would produce outstanding Q1 and Q2 results. We certainly hadn't factored in the possibility of a worldwide viral tsunami. Suddenly, that's what we were facing. As the number of virus cases accelerated in early March, we grew concerned about the safety of our staff and customers. On March 14th, we made the painful decision to close all stores to the public. After taking steps to ensure our associates' safety, we began reworking demand and inventory models. Our assumptions in mid-March were that most stores would be permitted to reopen in May, and once open, customer traffic and sales would be light at first and then rebound slowly over many months. Both assumptions have been correct so far. In addition to controlling inventories, we also focused on reducing expenses and managing cash flow.

To accomplish this, we put in place many cost-cutting and cash retention measures, all of which have been outlined in previous press releases and on our earnings call. Through the supply chain disruptions and store closures, our already vibrant digital business remained operational and registered strong gains in both traffic and sales globally. As we look to the second quarter, we're focused on two key areas. The first is continuing to protect the health and well-being of our associates and customers. We are committed to reopening our stores and offices quickly but responsibly. From a health and safety perspective, we are trying to follow recommendations issued by the CDC as well as state and local regulators. Many of our home office employees will continue to work remotely, and large meetings like this shareholders meeting will be held virtually.

Our second focus is driving revenue by reopening stores and maintaining strong digital growth. As of today, almost two-thirds of our stores have reopened. Approximately 350 in North America and 30 in Europe. By the end of June, we expect to have all stores open. Customer traffic and sales levels in reopened stores have been tepid at first but have improved each week. Digital, however, is quite a different story. We are fortunate our brands had well-developed digital capabilities prior to the pandemic. Online traffic and conversion have exploded in the past eight weeks. We believe strong double-digit online demand could continue throughout the second quarter.

Based on a healthy digital business, stores reopening, tight inventory and expense management, and our strong cash position with no debt coming into the COVID pandemic, we are confident we have sufficient balance sheet strength and liquidity to not only support URBN through fiscal 2021, but also afford us the opportunity to continue funding our strategic growth initiatives the following year. In summary, no fashion retailer is immune to the damaging effects of the reaction to COVID-19. I believe we have acted quickly and taken the necessary steps to mitigate those effects and ensure that URBN emerges in a strong position when the environment normalizes. We have a solid balance sheet, benefit from a high penetration of digital sales and well-developed digital capabilities, have a portfolio of unique brands, and have the talent to create compelling products and marketing materials across many categories.

Over time, these factors should weigh heavily in favor of our success. That concludes my business updates. I will now open the meeting to your questions.

Azeez Hayne
General Counsel and Corporate Secretary, Urban Outfitters

At this time, Dick, it appears as there are no questions.

Dick Hayne
Chairman and CEO, Urban Outfitters

If there are no questions, our 2020 shareholders meeting now stands adjourned. Thank you for your interest and your participation.