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 25, 2021
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))
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| ¨ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 of this Current Report on Form 8-K, on August 25, 2021, at its annual meeting of stockholders, the stockholders of Boot Barn Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”).
The purpose of the Amendment is to amend the aggregate limit on the value of awards that may be granted under the 2020 Equity Incentive Plan, and cash fees that may be paid, to each of the Company’s non-employee directors in any fiscal year. The Company obtained stockholder approval of the Amendment in accordance with the rules of the New York Stock Exchange.
For a description of the terms and conditions of the Amendment, as approved by stockholders on August 25, 2021, see “Proposal 3: Approval of Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan” in the proxy statement for the annual meeting, which description is incorporated herein by reference.
The foregoing description of the Amendment and the description of the Amendment contained in the proxy statement are each qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The annual meeting of the stockholders of Boot Barn Holdings, Inc. (the “Company”) was held on August 25, 2021. At the annual meeting, the Company’s stockholders voted on four 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 | |||||||||
| Greg Bettinelli | 25,845,651 | 528,840 | 755,119 | |||||||||
| Chris Bruzzo | 25,868,530 | 505,961 | 755,119 | |||||||||
| Eddie Burt | 26,086,651 | 287,840 | 755,119 | |||||||||
| James G. Conroy | 25,884,836 | 489,655 | 755,119 | |||||||||
| Lisa G. Laube | 25,704,122 | 670,369 | 755,119 | |||||||||
| Anne MacDonald | 25,688,179 | 686,312 | 755,119 | |||||||||
| Brenda I. Morris | 25,802,791 | 571,700 | 755,119 | |||||||||
| Peter Starrett | 20,989,430 | 5,385,061 | 755,119 | |||||||||
| Brad Weston | 18,653,402 | 7,721,089 | 755,119 | |||||||||
Proposal 2: Say-on-Pay
The stockholders voted, on an advisory basis, to approve the fiscal 2021 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 24,694,160 | 1,665,004 | 15,327 | 755,119 | |||||||||||
Proposal 3: Approval of the Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan
The stockholders voted to approve the Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan. The results of the vote taken were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 24,906,945 | 1,429,083 | 38,463 | 755,119 | |||||||||||
Proposal 4: Ratification of Appointment of Independent Auditor
The stockholders ratified the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending March 26, 2022. The results of the vote taken were as follows.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 25,812,546 | 1,305,880 | 11,184 | 0 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 10.1 | Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan. |
| Exhibit 104 | Cover Page of this Current Report on Form 8-K formatted in Inline XBRL. |
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 26, 2021 | By: | /s/ Gregory V. Hackman |
| Name: Gregory V. Hackman | ||
| Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 2021-1
TO THE
BOOT BARN HOLDINGS, INC.
2020 EQUITY INCENTIVE PLAN
July 6, 2021
WHEREAS, Boot Barn Holdings, Inc., a Delaware corporation (the “Company”), maintains the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan, effective August 26, 2020 (the “Plan”), for the benefit of certain officers, employees and directors of the Company and its subsidiaries and other affiliates, including members of the Board of Directors of the Company (the “Board”);
WHEREAS, pursuant to Section 16.1 of the Plan, the Board may amend the Plan at any time; and
WHEREAS, the Board has approved this Amendment 2021-1 to the Plan, effective August 25, 2021, and the Board desires to condition the effectiveness of this Amendment 2021-1 on the approval of the Company’s stockholders.
NOW, THEREFORE, in accordance with the foregoing, the Plan shall be, and hereby is, amended, effective August 25, 2021, subject to approval by the Company’s stockholders on such date, as follows:
| 1. | Section 4.2(b) of the Plan is hereby deleted in its entirety and replaced with the following: |
“(b) Non-Employee Directors. The maximum grant date value of shares of Stock and cash subject to Awards granted to any Non-Employee Director during any one fiscal year, taken together with any cash fees payable to such Non-Employee Director for services rendered during the fiscal year, shall not exceed (i) in the case of any Non-Employee Director serving as Chairman or as lead or presiding director, $500,000 in total value, and (ii) in the case of any other Non-Employee Director, $250,000 in total value. For purposes of this limit, the value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes.”
| 2. | Except as modified herein, all provisions of the Plan shall remain in full force and effect. |