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Boot Barn OKs 2026 equity plan, 1M new shares

Boot Barn Holdings, Inc. (BOOT) held its 2026 Annual Meeting of Stockholders on August 26, 2026, where stockholders approved the new 2026 Equity Incentive Plan.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Boot Barn Holdings, Inc. (BOOT) held its 2026 Annual Meeting of Stockholders on August 26, 2026, where stockholders approved the new 2026 Equity Incentive Plan. The plan serves as the successor to the 2020 Equity Incentive Plan and authorizes awards of stock units, options, stock appreciation rights, stock awards, and other stock-based incentives to employees, non-employee directors, and certain consultants.

The plan provides for 1,000,000 newly authorized shares of common stock plus up to 1,088,748 additional "Rollover Shares" from the prior plan, and will terminate immediately before the 10th anniversary of its effective date unless earlier terminated or extended with stockholder approval. Stockholders also elected all nominated directors, approved on an advisory basis the fiscal 2026 executive compensation, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending March 27, 2027.

Positive

  • None.

Negative

  • None.

Filing Explained

The approved plan adds future equity-award capacity; no specific award or share issuance is established, so dilution remains conditional.

The approved 2026 plan became effective on August 26, 2026, creating future award capacity rather than a completed share issuance; additional shares, if later issued, would increase the share count and could reduce existing holders’ percentage ownership.

No additional grants may be made under the prior plan after the effective date, while outstanding prior-plan grants remain in effect under their existing terms.

The Compensation Committee controls whether awards are granted and their form, so the filing does not establish a specific future award amount or mix.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New shares authorized under 2026 Equity Incentive Plan 1,000,000 shares of common stock Newly authorized shares available for awards under the 2026 Equity Incentive Plan
Maximum Rollover Shares under 2026 Equity Incentive Plan 1,088,748 shares of common stock Maximum number of shares that may roll over from the 2020 Equity Incentive Plan as of the effective date
Annual Meeting date August 26, 2026 Date of the 2026 Annual Meeting and effective date of the 2026 Equity Incentive Plan
Say-on-pay votes For 27,036,041 votes Votes cast in favor of the advisory approval of fiscal 2026 executive compensation
2026 Equity Plan votes For 26,485,729 votes Votes cast in favor of approving the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan
Auditor ratification votes For 28,153,209 votes Votes cast in favor of ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending March 27, 2027
Plan duration 10 years Plan terminates immediately before the tenth anniversary of its effective date unless earlier terminated or extended
Equity Incentive Plan financial
"approved the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan (the “Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
stock appreciation rights financial
"may grant awards of stock units, stock options ..., stock appreciation rights, stock awards"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
broker non-vote financial
"For 27,036,041 ... Abstain 22,781 ... Broker Non-Vote 1,380,791"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
say-on-pay financial
"The stockholders voted for the adoption of the non-binding advisory resolution approving"
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.
independent registered public accounting firm financial
"ratified the appointment ... 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.

FAQ

What did BOOT stockholders approve at the 2026 Annual Meeting?
Stockholders approved the 2026 Equity Incentive Plan, elected all director nominees, passed the advisory say-on-pay resolution for fiscal 2026 executive compensation, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending March 27, 2027.

How many shares are authorized under Boot Barn’s 2026 Equity Incentive Plan (BOOT)?
The 2026 Equity Incentive Plan authorizes 1,000,000 newly authorized shares of common stock plus up to 1,088,748 Rollover Shares from the prior plan, representing shares previously reserved under the 2020 Equity Incentive Plan that remain available, adjusted for grants made between July 1, 2026 and the effective date.

When does Boot Barn’s 2026 Equity Incentive Plan (BOOT) expire?
The 2026 Equity Incentive Plan will terminate on the day immediately preceding the tenth anniversary of its August 26, 2026 effective date, unless terminated earlier by the Board of Directors or extended by the Board with stockholder approval, as described in the plan terms.

How did BOOT stockholders vote on the say-on-pay proposal for fiscal 2026?
For the advisory say-on-pay proposal, stockholders cast 27,036,041 votes for, 334,861 against, and 22,781 abstaining, with 1,380,791 broker non-votes. The resolution to approve the fiscal 2026 compensation of named executive officers was therefore approved.

What were the vote results on the 2026 Equity Incentive Plan for BOOT?
For the 2026 Equity Incentive Plan, stockholders cast 26,485,729 votes for, 902,584 against, and 5,370 abstaining, with 1,380,791 broker non-votes. Based on these results, stockholders approved the new equity incentive plan.

Which auditor did BOOT stockholders ratify for the 2027 fiscal year?
Stockholders ratified Deloitte & Touche LLP as Boot Barn’s independent registered public accounting firm for the fiscal year ending March 27, 2027, with 28,153,209 votes for, 611,986 against, and 9,279 abstaining, and no broker non-votes reported for this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 26, 2026

 

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

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​

​

​

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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)

​

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:

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​

​

​

​

☐

​

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

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☐

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

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☐

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

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☐

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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:

​

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

BOOT

New York Stock Exchange

​

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Boot Barn Holdings, Inc. (the “Company”) was held on August 26, 2026 (the “Effective Date”). At the Annual Meeting, the Company’s stockholders approved the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan (the “Plan”) (see below). The Plan is a long-term incentive plan, pursuant to which the Company may grant awards of stock units, stock options (including incentive stock options and nonqualified stock options), stock appreciation rights, stock awards, and other stock-based awards to employees (including executive officers), non-employee directors, and certain consultants and advisors who perform services for the Company or its subsidiaries. The Plan was adopted principally to serve as a successor plan to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan, as amended by Amendment No. 2021-1 to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “Prior Plan”). No additional grants will be made under the Prior Plan on or after the Effective Date, and outstanding grants under the Prior Plan continue to be in effect according to their terms. The Plan will terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless the Plan is terminated earlier by the Company’s Board of Directors (the “Board”) or is extended by the Board with the approval of the stockholders.

The number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), authorized for issuance pursuant to the Plan is equal to (i) 1,000,000 newly authorized shares of Common Stock, plus (ii) the number of shares of Common Stock reserved for issuance under the Prior Plan that remain available for grant under the Prior Plan as of July 1, 2026, reduced by (iii) the number of shares of Common Stock underlying any awards granted under the Prior Plan after July 1, 2026 and prior to the Effective Date (the difference between (ii) and (iii), the “Rollover Shares”). As of the Effective Date, the maximum number of Rollover Shares that may be issued or transferred pursuant to awards under the Plan will not exceed 1,088,748 shares of Common Stock.

It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation Committee of the Board.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 5.07Submission of Matters to a Vote of Security Holders

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At the Annual Meeting, the Company’s stockholders voted on four proposals and casted 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

​

26,766,432

​

627,251

​

1,380,791

​

Eddie Burt

​

26,843,591

​

550,092

​

1,380,791

​

John Hazen

 

27,122,376

​

271,307

​

1,380,791

 

Lisa G. Laube

 

25,132,638

​

2,261,045

​

1,380,791

 

Anne MacDonald

 

26,703,012

​

690,671

​

1,380,791

 

Brenda I. Morris

 

26,551,802

​

841,881

​

1,380,791

 

Peter Starrett

 

24,048,823

​

3,344,860

​

1,380,791

 

Brad Weston

​

26,841,893

​

551,790

​

1,380,791

​

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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 2026 compensation of the Company’s named executive officers. The results of the vote taken were as follows:

​

For

 

Against

 

Abstain

 

Broker Non-Vote

 

27,036,041

​

334,861

​

22,781

​

1,380,791

 

​

Proposal 3: Boot Barn Holdings, Inc. 2026 Equity Incentive Plan

​

The stockholders voted to approve the Plan. The results of the vote taken were as follows:

​

For

 

Against

 

Abstain

 

Broker Non-Vote

 

26,485,729

​

902,584

​

5,370

​

1,380,791

 

​

Proposal 4: Ratification of Appointment of Independent Auditor

​

The stockholders ratified the appointment, by the Audit Committee of the Board, of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2027. The results of the vote taken were as follows.

​

For

 

Against

 

Abstain

 

Broker Non-Vote

 

28,153,209

​

611,986

​

9,279

​

N/A

 

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Item 9.01Financial Statements and Exhibits.

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Exhibit Number

Description

Exhibit 10.1

Boot Barn Holdings, Inc. 2026 Equity Incentive Plan.

Exhibit 104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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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 27, 2026

By:

/s/ James M. Watkins

 

 

Name: James M. Watkins

 

 

Title: Chief Financial Officer and Secretary

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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