Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of
EffectiveDecember 17, 2021 , the Board of Directors (the "Board") ofAcademy Sports and Outdoors, Inc. (the "Company") increased the size of the Board from nine to ten directors with the one newly created directorship being allocated to Class I and filled the resulting vacancy created by such increase by appointingChris Turner , 47, as an independent Class I director.Mr. Turner will hold office until the Company's 2024 Annual Meeting of Stockholders.Mr. Turner was appointed to serve on the Audit Committee of the Board.Mr. Turner has served as the Chief Financial Officer of Yum! Brands sinceAugust 2019 . Before joining Yum! Brands, he served as Senior Vice President and General Manager in PepsiCo's retail and e-commerce businesses with Walmart in theU.S. and more than 25 countries and across PepsiCo's brands fromDecember 2017 toJuly 2019 . Prior to leading PepsiCo's Walmart business, he served in various positions, including Senior Vice President of Transformation for PepsiCo'sFrito-Lay North America business fromJuly 2017 toDecember 2017 and Senior Vice President of Strategy forFrito-Lay fromFebruary 2016 toJune 2017 . Prior to joining PepsiCo, he was a partner in theDallas office ofMcKinsey & Company , a strategic management consulting firm, serving clients in the retail, restaurant, consumer packaged goods, airline, high-tech and media industries. He holds an MBA fromStanford University and a bachelor's degree in industrial engineering from theUniversity of Arkansas . The Board selectedMr. Turner because of his finance, corporate strategy, supply chain, eCommerce and information technology experience as both a retailer and vendor serving the retail community. The Board has determined thatMr. Turner qualifies as an independent director under the corporate governance standards of Nasdaq and the independence requirements of Section 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As compensation for his service on theBoard and Audit Committee of the Board,Mr. Turner will receive the Company's standard compensation for non-employee directors as disclosed in the Company's 2021 proxy statement filed by the Company with theU.S. Securities and Exchange Commission (the "SEC") onApril 23, 2021 . In addition, the Company andMr. Turner will enter into the Company's standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.37 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed with theSEC onSeptember 23, 2020 .
Item 7.01 Regulation FD Disclosure.
OnDecember 17, 2021 , the Company issued a press release announcingMr. Turner's appointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of ExhibitAcademy Sports and
99.1 2021. Cover Page Interactive
Date File (embedded within the Inline XBRL
104 document).
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