Boot Barn Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors (Peter Starrett, Chris Bruzzo, Eddie Burt, John Hazen, Lisa G. Laube, Anne MacDonald, Brenda I. Morris, and Brad Weston) to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified.

2. 2

   Advisory vote to approve the fiscal 2026 compensation of our named executive officers (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory resolution asking stockholders to approve the compensation of the company’s named executive officers for fiscal 2026, as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the fiscal 2026 compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks this annual advisory approval to obtain investor feedback on its executive pay practices and to reinforce alignment between pay and performance, although the vote does not alter compensation contracts. The company’s program emphasizes variable, performance-linked pay (notably Consolidated EBIT-based annual cash incentives and performance share units tied to cumulative EPS over a three-year period) and a significant weighting of long-term equity (RSUs and performance share units) in total target compensation. Fiscal 2026 performance was strong (net sales +17.9%, net income +25%, Consolidated EBIT above target producing elevated annual payouts), and the compensation committee adjusted target long-term awards to reflect market positioning and CEO responsibilities. Management argues the structure incentivizes multi-year value creation, retention, and alignment with stockholder returns while describing robust governance features (independent compensation committee, independent consultant, clawback policy, stock ownership guidelines, and limits on problematic practices). The board recommends a FOR vote, noting prior strong shareholder support (94% support in 2025) and that the committee will consider shareholder feedback in future design. Given the non-binding nature, a negative vote would prompt the committee to review and potentially modify pay design; a positive vote supports continued use of the current mix of metrics and equity-based incentives. In evaluating merits, investors should weigh the strong recent financial results and high PSC payouts against the magnitude of CEO and NEO pay, the disclosed peer benchmarking, and the use of performance metrics that are partially confidential (e.g., multi-year EPS targets for performance shares).

3. 3

   Approval of the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan to replace the Prior Plan, authorize up to 1,000,000 new shares plus remaining availability under the Prior Plan (with various governance provisions), and permit grants of equity awards to employees, non-employee directors and consultants.

   More detail

   This management proposal asks shareholders to approve the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan, which would replace the Prior Plan and provide a new share reserve composed of 1,000,000 new shares plus any remaining availability under the Prior Plan. Management seeks approval to ensure an adequate equity pool to attract, retain and motivate employees and non-employee directors, satisfy NYSE listing and Code requirements (including ability to grant incentive stock options), and continue governance controls such as a cap on non-employee director annual compensation. The plan includes several governance-focused design features intended to limit shareholder dilution and problematic practices: no evergreen automatic replenishment, no liberal share recycling, prohibition on re-pricing and in-the-money option/SAR grants, no single-trigger change-in-control acceleration, no dividends on unvested awards, and administration by an independent committee subject to clawback policies. The Board justifies the requested share authorization by referencing historical burn rate and dilution metrics and benchmarking against peer practices, and notes that failing to approve the plan could force non-equity (cash) alternatives that would be more dilutive to cash resources. From an investor-analytic perspective the plan preserves management’s flexibility to design competitive award vehicles (RSUs, performance shares, options, SARs) while embedding guardrails; critical considerations for shareholders include the size of the requested reserve relative to fully diluted shares (roughly a 3.03% potential dilution using the stated metrics), the company’s recent grant practices and three-year average burn rate (~0.60%), and the specifics of annual director caps and performance metrics that will determine ultimate dilution. The Board recommends a FOR vote, citing alignment, retention and governance benefits; sophisticated investors should weigh these governance protections against the requested new share reserve and track usage post-approval via disclosure of award grants and burn rate going forward. If approved, new awards would be permitted only under the 2026 Plan and the Prior Plan would close to new grants; outstanding Prior Plan awards would continue under their terms.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 27, 2027.

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When is the Boot Barn Holdings Inc 2026 annual meeting?

Boot Barn Holdings Inc (BOOT) holds its 2026 annual shareholder meeting on Wednesday, August 26, 2026.

What is the record date for the Boot Barn Holdings Inc 2026 meeting?

The record date for the Boot Barn Holdings Inc 2026 meeting is Wednesday, July 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Boot Barn Holdings Inc's 2026 meeting?

The board is presenting 8 director nominees at the Boot Barn Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Boot Barn Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Boot Barn Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.