Item 5.02Departure 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 26, 2020, at its annual meeting of stockholders, the stockholders of Boot Barn Holdings, Inc. (the "Company") approved the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (the "2020 Equity Incentive Plan").

The 2020 Equity Incentive Plan is a new equity compensation plan for our directors, officers and other employees pursuant to which the Company may grant awards payable in cash or shares of common stock of the Company. The 2020 Equity Incentive Plan replaces the Boot Barn Holdings, Inc. 2014 Equity Incentive Plan. The Company obtained stockholder approval of the 2020 Equity Incentive Plan in accordance with the rules of the New York Stock Exchange.

For a description of the terms and conditions of the 2020 Equity Incentive Plan, as approved by stockholders on August 26, 2020, see "Proposal 3: Approval of 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 2020 Equity Incentive Plan and the description of the 2020 Equity Incentive Plan contained in the proxy statement are each qualified in their entirety by reference to the full text of the 2020 Equity Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additionally, on August 26, 2020, the Board of Directors of the Company approved and adopted the Boot Barn Holdings, Inc. Amended and Restated Cash Incentive Plan for Executives (the "Amended and Restated Cash Incentive Plan"). The Boot Barn Holdings, Inc. Cash Incentive Plan (the "Cash Incentive Plan") originally became effective on August 30, 2017. The Cash Incentive Plan was amended and restated in order to remove certain procedural limitations relating to the performance-based compensation exception to the deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended, which was eliminated by the Tax Cuts and Jobs Act, and to provide the Company with additional flexibility in granting and administering bonus awards.

The foregoing description of the Amended and Restated Cash Incentive Plan is qualified in its entirety by reference to the full text of the Amended and Restated Cash Incentive Plan, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07Submission 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 26, 2020. 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    25,253,234    895,308       1,366,620
James G. Conroy    25,432,772    715,770       1,366,620
Lisa G. Laube      25,515,454    633,088       1,366,620
Anne MacDonald     25,150,095    998,447       1,366,620
Brenda I. Morris   25,267,671    880,871       1,366,620
Peter Starrett     24,857,403   1,291,139      1,366,620
Brad Weston        17,430,582   8,717,960      1,366,620




Proposal 2: Say-on-Pay

The stockholders voted, on an advisory basis, to approve the fiscal 2020 compensation paid to the Company's named executive officers. The results of the vote taken were as follows:





5,862
   For       Against   Abstain   Broker Non-Vote
25,862,428   275,354   10,760       1,366,620





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

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





4,280,512
   For        Against    Abstain   Broker Non-Vote
24,280,512   1,837,065   30,965       1,366,620

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 27, 2021. The results of the vote taken were as follows.





   For        Against    Abstain   Broker Non-Vote
25,949,011   1,553,097   13,054           0

Item 9.01. Financial Statements and Exhibits.






  Exhibit 10.1     Boot Barn Holdings, Inc. 2020 Equity Incentive Plan
  Exhibit 10.2     Boot Barn Holdings, Inc. Amended and Restated Cash Incentive
                 Plan for Executives
Exhibit 104      The cover page of this Current Report on Form 8-K, formatted in
                 Inline XBRL

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