Item 2.02 Results of Operations and Financial Condition
On October 27, 2021, Boot Barn Holdings, Inc. issued a press release announcing
certain financial results for its second fiscal quarter ended September 25,
2021. The press release is attached hereto as Exhibit 99.1.
The information provided in this Item 2.02, including Exhibit 99.1, is intended
to be "furnished" and shall not be deemed "filed" for 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 deemed
incorporated by reference into any other filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 25, 2021, the Company appointed James M. Watkins as the Company's
Chief Financial Officer and Secretary, effective November 1, 2021. In this role,
Mr. Watkins will be the Company's principal financial officer and principal
accounting officer.
Mr. Watkins, age 47, is currently the Company's Senior Vice President, Finance
and Investor Relations, a position he has held since August 2020. Previously, he
was the Company's Vice President of Investor Relations and External Reporting
from April 2015 to August 2020, and its Director of Financial Planning and
Analysis from October 2014 to April 2015.
There is no arrangement or understanding between Mr. Watkins and any other
persons pursuant to which Mr. Watkins was appointed as Chief Financial Officer
and Secretary. There are no family relationships between Mr. Watkins and any
director or executive officer of the Company, and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K, nor are any such transactions currently proposed.
In connection with Mr. Watkins' appointment, Mr. Gregory V. Hackman will step
out of his current roles as Chief Financial Officer and Secretary of the Company
and will no longer be the Company's principal financial officer and principal
accounting officer. He will continue to serve as the Company's Executive Vice
President, Chief Operating Officer.
Employment Agreement of Mr. Watkins
In connection with his promotion, Boot Barn, Inc., a wholly-owned subsidiary of
the Company, has entered into an employment agreement with Mr. Watkins,
effective November 1, 2021 ("Employment Agreement"). Mr. Watkins' Employment
Agreement has an initial term of one year, after which it automatically renews
each year for successive one-year terms unless either party provides written
notice of non-renewal or his employment is otherwise terminated, in each case
pursuant to the terms of his Employment Agreement.
Under the Employment Agreement, Mr. Watkins is entitled to a base salary, which,
as of November 1, 2021, will be $375,000. In addition, he is eligible to receive
a bonus of 60% of his base salary each year if Boot Barn, Inc. achieves its
budget, with the opportunity to receive a maximum aggregate bonus of up to 120%
of his base salary if Boot Barn, Inc. achieves additional performance targets
established by the board of directors of Boot Barn, Inc.
If the Company terminates Mr. Watkins' employment without "Cause", if he resigns
for "Good Reason", each as defined in the Employment Agreement, or if the
Company provides notice of non-renewal of the term of the Employment Agreement,
he is entitled to receive, subject to his execution of a valid release of
claims, severance pay equal to his base salary for a period of 12 months and a
prorated bonus based on the bonus he would have received for the fiscal year to
which the bonus relates.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the copy of the
Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Employment Agreement by and between Boot Barn, Inc. and Mr.
Watkins, dated October 26, 2021Exhibit 99.1 Earnings press release dated October 27, 2021.
Exhibit 104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL.
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BOOT BARN HOLDINGS, INC. 
