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.

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 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:





Directors              For           Withheld        Broker Non-Vote
Greg Bettinelli      25,845,651        528,840            755,119
Chris Bruzzo         25,868,530        505,961            755,119
Eddie Burt           26,086,651        287,840            755,119
James G. Conroy      25,884,836        489,655            755,119
Lisa G. Laube        25,704,122        670,369            755,119
Anne MacDonald       25,688,179        686,312            755,119
Brenda I. Morris     25,802,791        571,700            755,119
Peter Starrett       20,989,430       5,385,061           755,119
Brad Weston          18,653,402       7,721,089           755,119




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:





    For            Against       Abstain       Broker Non-Vote
  24,694,160       1,665,004       15,327           755,119

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:





    For            Against       Abstain       Broker Non-Vote
  24,906,945       1,429,083       38,463           755,119

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.





    For            Against       Abstain       Broker Non-Vote
  25,812,546       1,305,880       11,184                 0

Item 9.01 Financial Statements and Exhibits






  Exhibit 10.1     Amendment to the Boot Barn Holdings, Inc. 2020 Equity Incentive
                 Plan.
Exhibit 104      Cover Page of this Current Report on Form 8-K formatted in Inline
                 XBRL.

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