Boot Barn (NYSE: BOOT) investors back pay plan and annual say-on-pay

Rhea-AI Filing Summary

Boot Barn Holdings, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 27, 2025. Stockholders elected all eight management-nominated directors, including Chris Bruzzo, Brad Weston and others.

Investors approved the non-binding advisory vote on executive pay for fiscal 2025, with about 25.9 million votes in favor and 1.7 million against, indicating broad support for the company’s compensation program.

On the advisory vote regarding how often to hold future say-on-pay votes, stockholders favored an annual schedule, and the Board decided to follow this approach until the next required frequency vote, which must occur no later than the 2031 Annual Meeting. Stockholders also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending March 28, 2026.

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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 27, 2025

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.)

17100 Laguna Canyon Road, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

(949) 453-4400

(Registrant’s telephone number, including area code)

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Not Applicable

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

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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:

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☐	​	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))

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

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	BOOT	New York Stock Exchange

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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.

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Item 5.07Submission of Matters to a Vote of Security Holders

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The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Boot Barn Holdings, Inc. (the “Company”) was held on August 27, 2025. At the Annual Meeting, the Company’s stockholders voted on four proposals and cast their votes as follows:

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Proposal 1: Election of Directors

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

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Directors		For		Withheld		Broker Non-Vote
Chris Bruzzo	​	27,385,977	​	261,620	​	878,700	​
Eddie Burt	​	27,413,706	​	233,891	​	878,700	​
John Hazen		27,378,874	​	268,723	​	878,700
Lisa G. Laube		21,660,740	​	5,986,857	​	878,700
Anne MacDonald		27,282,336	​	365,261	​	878,700
Brenda I. Morris		27,068,879	​	578,718	​	878,700
Peter Starrett		27,185,353	​	462,244	​	878,700
Brad Weston	​	27,413,700	​	233,897	​	878,700	​

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Proposal 2: Say-on-Pay

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The stockholders voted for the adoption of the non-binding advisory resolution approving the fiscal 2025 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:

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For		Against		Abstain		Broker Non-Vote
25,937,593	​	1,664,217	​	45,787	​	878,700

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Proposal 3: Say-on-Frequency

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The stockholders voted, on a non-binding advisory basis, for future say-on-pay votes to be conducted on an annual basis. The results of the vote taken were as follows:

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One Year		Two Years		Three Years		Abstain		Broker Non-Vote	​
26,970,417	​	916	​	641,077	​	35,187		878,700	​

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Proposal 4: Ratification of Appointment of Independent Auditor

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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 28, 2026. The results of the vote taken were as follows.

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For		Against		Abstain		Broker Non-Vote
27,768,432	​	724,931	​	32,934	​	N/A

As reported above, the Company’s stockholders expressed a preference of “One Year” for the frequency with which advisory votes on named executive officer compensation should be held. The Company’s Board of Directors (the “Board”) considered the outcome of this advisory vote and, in accordance with its recommendation set forth in the Company’s proxy statement for the Annual Meeting and consistent with the stated preference of the Company’s stockholders, the Board determined that future advisory stockholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

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.

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	BOOT BARN HOLDINGS, INC.
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Date: August 28, 2025	By:	/s/ James M. Watkins
		Name: James M. Watkins
		Title: Chief Financial Officer and Secretary

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FAQ

What did BOOT stockholders approve at the 2025 Annual Meeting?

Stockholders of Boot Barn Holdings, Inc. (BOOT) elected all management-nominated directors, approved the non-binding advisory vote on executive compensation, chose an annual say-on-pay frequency, and ratified Deloitte & Touche LLP as the independent auditor for the fiscal year ending March 28, 2026.

Were all Boot Barn (BOOT) director nominees elected in 2025?

Yes. All eight of Boot Barn's management nominees, including Chris Bruzzo, Brad Weston, Peter Starrett and others, were elected as directors at the 2025 Annual Meeting.

How did Boot Barn (BOOT) stockholders vote on executive compensation (say-on-pay)?

Boot Barn stockholders approved the non-binding advisory resolution on executive compensation, with 25,937,593 votes for, 1,664,217 against, and 45,787 abstentions, plus 878,700 broker non-votes.

How often will Boot Barn (BOOT) hold future say-on-pay votes?

Stockholders expressed a preference for annual say-on-pay votes, with 26,970,417 votes for a one-year frequency. The Board decided to conduct advisory votes on executive compensation every year until the next frequency vote, which must occur no later than the 2031 Annual Meeting.

Which independent auditor did Boot Barn (BOOT) ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Boot Barn’s independent registered public accounting firm for the fiscal year ending March 28, 2026, with 27,768,432 votes for, 724,931 against, and 32,934 abstentions.

Did any Boot Barn (BOOT) proposal fail at the 2025 Annual Meeting?

No. All four proposals presented—director elections, say-on-pay, say-on-frequency, and auditor ratification—received sufficient stockholder support and were approved as described.