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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2024

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36711

90-0776290

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

15345 Barranca Parkway, Irvine, California

92618

(Address of principal executive offices)

(Zip Code)

(949) 453-4400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

   Emerging growth company

   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

BOOT

New York Stock Exchange

Item 5.07    Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Boot Barn Holdings, Inc. (the “Company”) was held on August 28, 2024. At the Annual Meeting, the Company’s stockholders voted on three proposals and cast their votes as follows:

Proposal 1: Election of Directors

The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:

Directors

    

For

    

Withheld

    

Broker Non-Vote

Chris Bruzzo

27,863,587

282,198

969,774

Eddie Burt

27,952,030

193,755

969,774

James G. Conroy

 

27,995,537

150,248

969,774

Lisa G. Laube

 

27,632,413

513,372

969,774

Anne MacDonald

 

27,711,504

434,281

969,774

Brenda I. Morris

 

27,911,097

234,688

969,774

Peter Starrett

 

27,049,463

1,086,894

979,202

Brad Weston

27,919,422

226,323

969,774

Proposal 2: Say-on-Pay

The stockholders voted for the adoption of the non-binding advisory resolution approving the fiscal 2024 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:

For

    

Against

    

Abstain

    

Broker Non-Vote

27,556,695

573,078

16,012

969,774

Proposal 3: Ratification of Appointment of Independent Auditor

The stockholders ratified the appointment, by the Audit Committee of the Company’s Board of Directors, of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2025. The results of the vote taken were as follows.

For

    

Against

    

Abstain

    

Broker Non-Vote

28,682,841

417,486

15,232

0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

BOOT BARN HOLDINGS, INC.

Date: August 28, 2024

By:

/s/ James M. Watkins

 

 

Name: James M. Watkins

 

 

Title: Chief Financial Officer and Secretary