Academy Sports & Outdoors Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect three Class III director nominees—Ken Hicks, Beryl Raff, and Jeff Tweedy—for a two-year term expiring at the 2028 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.

3. 3

   Non-Binding Advisory Vote to Approve Fiscal 2025 Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the fiscal 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' proposal).

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote approving the fiscal 2025 compensation disclosed for the Company’s named executive officers. Management and the Compensation Committee seek this vote as a governance best practice to solicit and gauge stockholder support for their executive pay program and to inform future compensation decisions. The 2025 program combines base salary, a performance-weighted annual cash incentive (Adj. EBIT and Net Sales as primary metrics), and a mix of time-based and performance-based RSUs (50/50 target mix) tied to multi-year Adjusted Pre-Tax Net Income and ROIC, reflecting a pay‑for‑performance design. Company-specific context includes a modest return to top-line growth in 2025 (+2.0% net sales), adjusted margin pressures, payouts under the annual bonus at ~75.7% of target, and prior strong stockholder support (over 98% in 2025). The Compensation Committee emphasizes risk-mitigation features—clawback policy, stock ownership guidelines, independent consultant engagement, and program changes for 2026 to add strategic measures and Adjusted Free Cash Flow—arguing these support alignment with long-term value creation and retention. Management frames the vote as advisory (non-binding) but states the Committee will carefully consider the outcome when setting future compensation. Opposing views (not formally presented in this proxy) would typically focus on disagreement with pay quantum, the link between realized pay and performance, or specific payout outcomes; management’s counterargument stresses the structure, performance metrics, and governance processes that produced pay decisions. Given the Company’s recent operating results, the Committee has adjusted metrics and thresholds for 2026 to address volatility and to better tie pay to cash flow and strategic objectives, which the Board cites as additional rationale for recommending a FOR vote. Overall, the proposal is a routine annual say-on-pay advisory request that allows stockholders to endorse or express concerns about executive compensation policies and outcomes.

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When is the Academy Sports & Outdoors Inc 2026 annual meeting?

Academy Sports & Outdoors Inc (ASO) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Academy Sports & Outdoors Inc 2026 meeting?

The record date for the Academy Sports & Outdoors Inc 2026 meeting is Thursday, April 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Academy Sports & Outdoors Inc's 2026 meeting?

The board is presenting 3 director nominees at the Academy Sports & Outdoors Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Academy Sports & Outdoors Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Academy Sports & Outdoors Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.