~~UNITED STATESSECURITIES AND EXCHANGE COMMISSION~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 3127, 2025

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36711	90-0776290
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


17100 Laguna Canyon Road, Irvine, California		92618
Delaware	001-36711	90-0776290
(Address of principal executive offices)		(Zip Code)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)


17100 Laguna Canyon Road, Irvine, California	92618
(Address of principal executive offices)	(Zip Code)

(949) 453-4400

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Address~~name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	BOOT	New York Stock Exchange


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	BOOT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company ☐

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Item 25.0207Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

On July 31, 2025, Boot Barn Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for its fiscal first quarter ended June 28, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The ~~information~~2025 ~~provided~~Annual inMeeting ~~this~~of ~~Item~~Stockholders ~~2.02,~~(the ~~including Exhibit 99.1, is intended to be~~ “~~furnished”~~Annual ~~and shall not be deemed “filed~~Meeting”) ~~for purposes~~ of ~~Section~~Boot 18Barn ~~of the Securities Exchange Act of 1934~~Holdings, asInc. ~~amended~~ (the “~~Exchange Act~~Company”), orwas ~~otherwise~~held ~~subject~~on toAugust ~~the liabilities of that section~~27, ~~nor~~2025. ~~shall~~At ~~it be deemed incorporated by reference into any other filing under~~ the ~~Securities~~Annual ~~Act of 1933~~Meeting, ~~as amended (~~the ~~“Securities~~Company’s ~~Act”),~~stockholders orvoted ~~the~~on ~~Exchange~~four ~~Act,~~proposals ~~except~~and ascast ~~expressly~~their ~~set~~votes ~~forth~~as ~~by specific reference in such filing.~~follows:

~~Item~~Proposal ~~7.01~~1: ~~Regulation~~Election FDof ~~Disclosure.~~Directors

The ~~Company~~stockholders iselected ~~furnishing~~all ~~this Current Report on Form 8-K in connection with the disclosure~~ of ~~information~~management’s ~~contained~~nominees infor aelection ~~supplemental~~as ~~financial presentation (the “Presentation”) to be used by the Company at various meetings with institutional investors and analysts~~directors. ~~This~~The ~~information~~results ~~may be amended or updated at any time and from time to time through another Current Report on Form 8-K or other means. A copy~~ of the ~~Presentation~~vote istaken ~~furnished~~were ~~herewith~~ as ~~Exhibit~~follows: ~~99.2 and is incorporated into this Item 7.01 by reference.~~

The information furnished in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.


Directors	For	Withheld	Broker Non-Vote
Chris Bruzzo	27,385,977	261,620	878,700
Eddie Burt	27,413,706	233,891	878,700
John Hazen	27,378,874	268,723	878,700
Lisa G. Laube	21,660,740	5,986,857	878,700
Anne MacDonald	27,282,336	365,261	878,700
Brenda I. Morris	27,068,879	578,718	878,700
Peter Starrett	27,185,353	462,244	878,700
Brad Weston	27,413,700	233,897	878,700

~~The~~Proposal ~~Company~~2: ~~expressly disclaims any obligation to update or revise any of the information contained in the Presentation.~~Say-on-Pay

The ~~Presentation~~stockholders isvoted ~~available~~for on the ~~Company’s~~adoption ~~investor~~of ~~relations~~the ~~website~~non-binding ~~located~~advisory atresolution ~~investor.bootbarn.com,~~approving ~~although~~ the ~~Company~~fiscal ~~reserves~~2025 ~~the~~compensation ~~right~~paid to ~~discontinue~~the ~~that~~Company’s ~~availability~~named atexecutive ~~any time~~officers. The ~~website~~results ~~address~~of ~~included~~the ~~herein~~vote istaken anwere ~~inactive~~as ~~textual reference only. The information contained on such website is not incorporated into this Current Report on Form 8-K.~~follows:

For		Against		Abstain		Broker Non-Vote
25,937,593		1,664,217		45,787		878,700

~~Item 9.01. Financial Statements and Exhibits.~~

Proposal 3: Say-on-Frequency


Exhibit Number	Description
Exhibit 99.1		Press release dated July 31, 2025.
Exhibit 99.2		Supplemental Financial Presentation dated July 31, 2025.
Exhibit 104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

The stockholders voted, on a non-binding advisory basis, for future say-on-pay votes to be conducted on an annual basis. The results of the vote taken were as follows:

SIGNATURES

One Year		Two Years		Three Years		Abstain		Broker Non-Vote
26,970,417		916		641,077		35,187		878,700

~~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: July 31, 2025	By:	/s/ James M. Watkins
		Name: James M. Watkins
		Title: Chief Financial Officer and Secretary

Proposal 4: Ratification of Appointment of Independent Auditor

The stockholders ratified the appointment, by the Audit Committee of the Company’s Board of Directors, of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026. The results of the vote taken were as follows.

For		Against		Abstain		Broker Non-Vote
27,768,432		724,931		32,934		N/A

As reported above, the Company’s stockholders expressed a preference of “One Year” for the frequency with which advisory votes on named executive officer compensation should be held. The Company’s Board of Directors (the “Board”) considered the outcome of this advisory vote and, in accordance with its recommendation set forth in the Company’s proxy statement for the Annual Meeting and consistent with the stated preference of the Company’s stockholders, the Board determined that future advisory stockholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

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 28, 2025	By:	/s/ James M. Watkins
		Name: James M. Watkins
		Title: Chief Financial Officer and Secretary

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