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 25, 2021

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

(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:

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.

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

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 of this Current Report on Form 8-K, on August 25, 2021, at its annual meeting of stockholders, the stockholders of Boot Barn Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”).

The purpose of the Amendment is to amend the aggregate limit on the value of awards that may be granted under the 2020 Equity Incentive Plan, and cash fees that may be paid, to each of the Company’s non-employee directors in any fiscal year. The Company obtained stockholder approval of the Amendment in accordance with the rules of the New York Stock Exchange.

For a description of the terms and conditions of the Amendment, as approved by stockholders on August 25, 2021, see “Proposal 3: Approval of Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan” in the proxy statement for the annual meeting, which description is incorporated herein by reference.

The foregoing description of the Amendment and the description of the Amendment contained in the proxy statement are each qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The annual meeting of the stockholders of Boot Barn Holdings, Inc. (the “Company”) was held on August 25, 2021. At the annual meeting, the Company’s stockholders voted on four proposals and cast their votes as follows:

Proposal 1: Election of Directors

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

Proposal 2: Say-on-Pay

The stockholders voted, on an advisory basis, to approve the fiscal 2021 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:

Proposal 3: Approval of the Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan

The stockholders voted to approve the Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan. The results of the vote taken were as follows:

Proposal 4: Ratification of Appointment of Independent Auditor

The stockholders ratified the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending March 26, 2022. The results of the vote taken were as follows.

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.