Boot Barn Holdings, Inc 8-K/A, filed May 14, 2025
Boot Barn Holdings, Inc. (BOOT)
About this 8-K/A
Boot Barn Holdings, Inc filed this 8-K/A on May 14, 2025, reporting on events of May 1, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2025, Boot Barn Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing the appointment of John Hazen as Chief Executive Officer (the “Appointment”), effective as of May 5, 2025 (the “Effective Date”). In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Amendment No. 1 to the Original Form 8-K (this “Amendment”) to provide additional information regarding material changes to Mr. Hazen’s compensation arrangements as a result of the Appointment, which had not been determined at the time of the filing of the Original Form 8-K. Subsequent to the filing of the Original Form 8-K, on May 10, 2025, Mr. Hazen and Boot Barn, Inc., the Company’s wholly owned subsidiary, entered into the Amended and Restated Employment Agreement, effective as of the Effective Date, by and between the Company and Mr. Hazen (the “A&R Employment Agreement”), which amends and restates Mr. Hazen’s prior Employment Agreement, dated as of April 2, 2018. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the A&R Employment Agreement attached hereto as Exhibit 10.1.
Pursuant to the A&R Employment Agreement, Mr. Hazen will be employed by Boot Barn, Inc. to serve as the Chief Executive Officer of that company and of the Company, devoting his full business time and best efforts to the faithful and loyal performance of his duties. The A&R Employment Agreement is effective as of the Effective Date and will continue until terminated in accordance with the terms of the A&R Employment Agreement.
As previously disclosed, during the term of the A&R Employment Agreement, Mr. Hazen is entitled to a base salary of $900,000 and will continue to be eligible to participate in the Company’s annual incentive bonus program (the “AIP”) with a target bonus of 100% of his base salary (the “Target Bonus Amount”). Mr. Hazen will also continue to participate in the Company’s long-term incentive program. For the fiscal year ending March 28, 2026, he will receive his long-term equity award in connection with the Company’s annual grant cycle with an aggregate target value of $4.1 million, consisting of 50% time-based restricted stock units and 50% performance share units. Mr. Hazen is also entitled to participate in the Company’s health and welfare benefit plans that are generally available to the Company’s executive officers. Additionally, the A&R Employment Agreement provides for the reimbursement of up to $10,000 in attorneys’ fees incurred by Mr. Hazen in connection with the negotiation and drafting of the A&R Employment Agreement.
The A&R Employment Agreement provides for certain severance and change-of-control benefits. Specifically, if the Company terminates Mr. Hazen’s employment without Cause or if Mr. Hazen resigns for Good Reason, in each case at any time other than during the COC Period (as defined below), Mr. Hazen is entitled to receive, subject to his execution of a valid release of claims: (i) the cash equivalent of 12 months of the monthly rate of Mr. Hazen’s base salary in effect immediately prior to the termination date, payable in equal installments as salary continuation payments for the 12-month period following the termination date; (ii) a cash amount equivalent to Mr. Hazen’s Target Bonus Amount under the AIP in effect immediately prior to the termination date; (iii) any accrued bonus under the AIP, if the termination occurs following the end of the fiscal year for such accrued bonus but prior to the payment of such accrued bonus (the “Accrued Bonus”); and (iv) if Mr. Hazen timely elects COBRA health benefits coverage, up to 12 monthly payments, each equal to the portion of the premium paid by the Company for COBRA coverage for active senior executives immediately prior to the termination date (the “Health Severance”). If Mr. Hazen’s employment is terminated by the Company without Cause or if Mr. Hazen resigns for Good Reason, in each case within one year following or three months preceding a Change of Control (the “COC Period”), Mr. Hazen is entitled to receive, subject to his execution of a valid release of claims: (i) the cash equivalent of 24 months of the monthly rate of Mr. Hazen’s base salary in effect immediately prior to the termination date, payable in equal installments as salary continuation payments for the 24-month period following the termination date; (ii) a cash amount equivalent to Mr. Hazen’s maximum bonus amount under the Company’s AIP in effect on the termination date; (iii) the Accrued Bonus, if any; (iv) the Health Severance; and (v) accelerated vesting of any unvested equity awards he holds at such time (and for any such performance-based awards, such vesting will be at no less than the target value of the award) (collectively, the “Accelerated Vesting”). The A&R Employment Agreement provides for a “best-net cutback” in the event that any amounts payable to Mr. Hazen would be “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended. If Mr. Hazen’s employment is terminated due to his death, his personal representatives or heirs are entitled to receive, subject to execution of a valid release of claims, the Accelerated Vesting, if applicable.
The A&R Employment Agreement also provides for customary restrictive covenants, including a perpetual confidentiality covenant and non-disparagement covenant.
The foregoing summary of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Except as expressly set forth herein, this Amendment does not amend the Original Form 8-K in any way and does not modify or update any other disclosures contained in the Original Form 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description | ||
Exhibit 10.1 | |||
Exhibit 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||
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: May 14, 2025 | By: | /s/ James M. Watkins |
| | Name: James M. Watkins |
| | Title: Chief Financial Officer and Secretary |
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of May 5, 2025 (the “Effective Date”), by and between Boot Barn, Inc., a Delaware corporation (the “Company”), and John Hazen (“Executive”). The Company and Executive are referred to herein as the “parties”.
WHEREAS, the Company and Executive are parties to that certain Employment Offer Letter Agreement, dated as of March 1, 2018, by and between the Company and Executive (the “Prior Agreement”);
WHEREAS, as of the Effective Date, the Board of Directors of Boot Barn Holdings, Inc. (“Parent”) has appointed the Executive as its Chief Executive Officer and has appointed him as a member of Parent’s Board of Directors (the “Board”);
WHEREAS, as of the Effective Date, the Company wishes to employ Executive as Chief Executive Officer of the Company, and Executive wishes to be so employed by the Company on the terms and conditions set forth herein; and
WHEREAS, the Company and Executive have agreed to enter into this Agreement which will amend and restate the Prior Agreement and supersede and replace any prior or existing offer letters, employment agreements or similar agreements relating to Executive’s employment with the Company or any Company Entity (as defined below).
NOW, THEREFORE, in consideration of the promises and obligations set forth below and for other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the Company and Executive agree and intend to be legally bound, as follows:
For avoidance of doubt, if the Company reasonably determines that it is necessary to place Executive on administrative leave or to relieve Executive of some or all of Executive’s duties to investigate any claims of alleged wrongdoing or misconduct, or pending resolution of any event or omission giving rise to Cause, the Company’s doing so shall not be deemed to be a breach by the Company of any provision of this Agreement, a termination by the Company of Executive’s employment without Cause or grounds for Executive to resign for Good Reason.
Executive further has been advised that pursuant to the Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: (i) Where the disclosure is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The DTSA also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
This Agreement to arbitrate does not cover (i) claims for workers’ compensation, disability benefits or unemployment compensation benefits; (ii) administrative claims before the United States Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, or the California Labor Commissioner, or any other similar agency, but only during such time such claims are pending in an agency proceeding (any dispute that is covered by this Agreement but not finally resolved by the agency must be submitted to binding arbitration pursuant to this Agreement); (iii) claims based on any pension or welfare plan or collective bargaining agreement, if the terms of the agreement contain arbitration or other non-judicial dispute resolution procedure; (iv) any unfair labor practice charge which is to be brought under the National Labor Relations Act; (v) claims for public injunctive relief; or (vi) any claims that are not subject to mandatory arbitration by law. All claims must be brought in party’s individual capacity, meaning for injuries or violations directly experienced by the party. No claims may be brought on a class or collective or non-individual representative basis. The arbitrator will have no power to adjudicate, hear, decide or award remedies for injuries that Executive or the Company has not personally or directly experienced. The parties understand and agree that by agreeing to the exclusive resolution of all claims through binding arbitration, each such party is waiving such party’s right to bring claims to court, including the right to a jury trial.
If to the Company:
Boot Barn, Inc.
17100 Laguna Canyon Road
Irvine, CA 92618
Fax: (949) 453-4401
Attention: Chairman of the Board
If to Executive:
John Hazen
To last address on file with the Company
Any such notice shall be deemed effective: (i) if delivered personally, when received; (ii) if sent by overnight courier, when receipted for; or (iii) if sent by facsimile or electronically during normal business hours on any business day, pending generation of a transmission report by the machine from which the facsimile was sent indicating the date and time that the facsimile was sent and “answerback” confirmation of transmission.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Amended and Restated Employment Agreement to be duly executed as of the date and year written below to be effective on the Effective Date.
BOOT BARN, INC. a Delaware corporation | |
By: | /s/ Peter Starrett |
Name: | Peter Starrett |
Title: | Chairman |
Date: | May 9, 2025 |
acknowledged and agreed,
EXECUTIVE | |
| /s/ John Hazen |
Name: | John Hazen |
Date: | May 10, 2025 |
Exhibit A
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT
Pursuant to Section 2872 of the California Labor Code, the provisions of this Agreement requiring the assignment of inventions do not apply to any invention that qualifies fully under Section 2870 of the California Labor Code, which provides:
“(a)Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1)Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)Result from any work performed by the employee for the employer.”