UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The annual meeting of the stockholders of Boot Barn Holdings, Inc. (the “Company”) was held on August 28, 2019. 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:
| Directors | For | Withheld | Broker Non-Vote | ||||
| Greg Bettinelli | 23,342,841 | 578,789 | 1,108,758 | ||||
| James G. Conroy | 23,384,292 | 537,338 | 1,108,758 | ||||
| Lisa G. Laube | 23,381,863 | 539,767 | 1,108,758 | ||||
| Anne MacDonald | 23,342,222 | 579,408 | 1,108,758 | ||||
| Brenda I. Morris | 23,374,843 | 546,787 | 1,108,758 | ||||
| Peter Starrett | 23,209,299 | 712,331 | 1,108,758 | ||||
| Brad Weston | 23,204,448 | 717,182 | 1,108,758 |
Proposal 2: Say-on-Pay
The stockholders voted, on an advisory basis, to approve the fiscal 2019 compensation paid to the Company’s named executive officers. The results of the vote taken were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||
| 23,211,033 | 616,927 | 93,670 | 1,108,758 |
Proposal 3: Frequency of Future Say-On-Pay Votes
The stockholders voted, on an advisory basis, to approve the frequency of future say-on-pay votes. The results of the vote taken were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | |||||
| 22,545,762 | 3,033 | 1,259,733 | 113,102 | 1,108,758 |
In light of the foregoing results of the advisory vote of the frequency of future “say-on-pay” votes, the Company has determined to hold future say-on-pay votes on an annual basis at least until the next required vote on the frequency thereof.
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 28, 2020. The results of the vote taken were as follows.
| For | Against | Abstain | Broker Non-Vote | ||||
| 24,639,095 | 300,226 | 91,067 | Not applicable |
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.
| BOOT BARN HOLDINGS, INC. | ||
| Date: August 29, 2019 | By: | /s/ Gregory V. Hackman |
| Name: Gregory V. Hackman | ||
| Title: Chief Financial Officer | ||