Academy Sports (NASDAQ: ASO) investors approve directors, auditor and 2025 executive pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Academy Sports and Outdoors, Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 4, 2026. Stockholders elected three Class III directors—Ken Hicks, Beryl Raff, and Jeff Tweedy—for two-year terms ending at the 2028 Annual Meeting.
Hicks received 56,212,506 votes for and 503,348 withheld, Raff received 56,390,582 for and 325,272 withheld, and Tweedy received 56,416,017 for and 299,837 withheld, with 4,056,313 broker non-votes for each. Stockholders also ratified Deloitte & Touche LLP as independent auditor with 59,714,421 votes for and approved 2025 executive compensation on a non-binding basis with 56,136,547 votes for.
The Board appointed Shannon Hennessy to the Compensation Committee and Clay Johnson to the Audit Committee, effective immediately, reflecting routine committee assignment updates following the meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Votes for Ken Hicks: 56,212,506 votes
Votes for Beryl Raff: 56,390,582 votes
Votes for Jeff Tweedy: 56,416,017 votes
+3 more
6 metrics
Votes for Ken Hicks
56,212,506 votes
Election of Class III director at 2026 Annual Meeting
Votes for Beryl Raff
56,390,582 votes
Election of Class III director at 2026 Annual Meeting
Votes for Jeff Tweedy
56,416,017 votes
Election of Class III director at 2026 Annual Meeting
Auditor ratification votes for
59,714,421 votes
Ratification of Deloitte & Touche LLP for FY ending Jan. 30, 2027
Say-on-Pay votes for
56,136,547 votes
Advisory approval of 2025 executive compensation
Broker non-votes on director items
4,056,313 votes
Election of each Class III director
Key Terms
Say-on-Pay, Broker Non-Votes, Independent Registered Public Accounting Firm, Compensation Committee, +1 more
5 terms
Say-on-Pay financial
"approved, on a non-binding advisory basis, the fiscal year 2025 compensation paid to the Company’s named executive officers (“Say-on-Pay”)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Broker Non-Votes financial
"Election of Class III Directors | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Independent Registered Public Accounting Firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Compensation Committee financial
"appointed Shannon Hennessy to serve as a member of the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit Committee financial
"Clay Johnson to serve as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
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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. ☐ | ||||||||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2026, Academy Sports and Outdoors, Inc. (the “Company” or “Academy”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected three Class III directors, whose names appear below, to serve for a term of two years expiring at the Company’s 2028 Annual Meeting of Stockholders and until their successors shall be elected and qualified (the “Election of Class III Directors”), (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending January 30, 2027 (“Auditor Ratification”), and (iii) approved, on a non-binding advisory basis, the fiscal year 2025 compensation paid to the Company’s named executive officers (“Say-on-Pay”). The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below.
| Election of Class III Directors | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Ken Hicks | 56,212,506 | 503,348 | 4,056,313 | |||||||||||||||||
| Beryl Raff | 56,390,582 | 325,272 | 4,056,313 | |||||||||||||||||
| Jeff Tweedy | 56,416,017 | 299,837 | 4,056,313 | |||||||||||||||||
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| Auditor Ratification | 59,714,421 | 1,025,028 | 32,718 | |||||||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Say-on-Pay | 56,136,547 | 533,746 | 45,561 | 4,056,313 | ||||||||||||||||||||||
Item 8.01 Other Events.
Committee Appointments
Also on June 4, 2026, the Board of Directors (the “Board”) appointed Shannon Hennessy to serve as a member of the Compensation Committee of the Board and Clay Johnson to serve as a member of the Audit Committee of the Board, in each case effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC. | ||
| Date: June 4, 2026 | By: | /s/ | Brandy Treadway | |||||||||||
| Name: | Brandy Treadway | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Corporate Secretary | |||||||||||||
FAQ
What did Academy Sports and Outdoors (ASO) stockholders approve at the 2026 Annual Meeting?
Stockholders elected three Class III directors, ratified Deloitte & Touche LLP as auditor, and approved 2025 executive compensation on a non-binding advisory basis. Each proposal received strong support, with over 56 million votes for the directors and say-on-pay resolution.
How did Academy Sports and Outdoors (ASO) vote on say-on-pay for 2025 compensation?
Stockholders approved the 2025 compensation of named executive officers on a non-binding advisory basis, with 56,136,547 votes for, 533,746 against, 45,561 abstentions, and 4,056,313 broker non-votes. This indicates broad support for the company’s executive pay practices.
What were the auditor ratification results for Academy Sports and Outdoors (ASO)?
Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027. The vote totaled 59,714,421 for, 1,025,028 against, and 32,718 abstentions, confirming Deloitte & Touche LLP’s continued role as external auditor.
Which directors were elected at Academy Sports and Outdoors (ASO) 2026 Annual Meeting?
Class III directors Ken Hicks, Beryl Raff, and Jeff Tweedy were elected to serve two-year terms expiring at the 2028 Annual Meeting. Each received more than 56 million votes for, with several hundred thousand votes withheld and 4,056,313 broker non-votes reported for each nominee.
What new board committee appointments did Academy Sports and Outdoors (ASO) announce?
The Board appointed Shannon Hennessy to the Compensation Committee and Clay Johnson to the Audit Committee, effective June 4, 2026. These changes update committee memberships following the annual meeting and align directors with oversight of pay practices and financial reporting controls.
What are broker non-votes in Academy Sports and Outdoors (ASO) 2026 meeting results?
Broker non-votes are shares held by brokers that were not instructed on non-routine proposals. For director elections and say-on-pay, 4,056,313 broker non-votes were recorded, meaning those shares were not counted as for or against these specific proposals.