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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 30, 2023

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 annual meeting of the stockholders of Boot Barn Holdings, Inc. (the “Company”) was held on August 30, 2023. 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

27,015,366

769,177

864,873

Eddie Burt

27,194,602

589,941

864,873

James G. Conroy

 

27,223,676

560,867

864,873

Lisa G. Laube

 

26,970,603

813,940

864,873

Anne MacDonald

 

27,157,566

626,977

864,873

Brenda I. Morris

 

27,101,108

683,435

864,873

Peter Starrett

 

26,407,019

1,372,496

869,901

Brad Weston

24,199,120

3,585,423

864,873

Proposal 2: Say-on-Pay

The stockholders voted, on an advisory basis, to approve the fiscal 2023 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:

For

    

Against

    

Abstain

    

Broker Non-Vote

26,741,970

829,889

212,684

864,873

Proposal 3: 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 30, 2024. The results of the vote taken were as follows:

For

    

Against

    

Abstain

    

Broker Non-Vote

27,462,850

977,376

209,190

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 31, 2023

By:

/s/ James M. Watkins

 

 

Name: James M. Watkins

 

 

Title: Chief Financial Officer and Secretary

v3.23.2
Document and Entity Information
Aug. 30, 2023
Document and Entity Information  
Document Type 8-K
Document Period End Date Aug. 30, 2023
Entity File Number 001-36711
Entity Registrant Name Boot Barn Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 90-0776290
Entity Address, Address Line One 15345 Barranca Parkway
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92618
City Area Code 949
Local Phone Number 453-4400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol BOOT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001610250
Amendment Flag false

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