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): February 22, 2021

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36711	90-0776290
(State or other jurisdiction<br><br> of incorporation)	(Commission<br><br> File Number)	(I.R.S. Employer<br><br> Identification No.)
15345 Barranca Parkway,<br> Irvine, California	92618
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(Address of principal executive offices)	(Zip Code)

(949) 453-4400

(Registrant’s telephone number, including area code)

Not applicable

(Former 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)
☐	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))

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.

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	The New York Stock Exchange

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of<br> Certain Officers.

On February 22, 2021, the Board increased the size of the Board from seven to eight, and appointed Gene Eddie Burt to fill the vacancy created by such increase. Mr. Burt currently serves as the Executive Vice President, Chief Supply Chain Officer of Big Lots Inc. Mr. Burt has over 30 years of experience in the retail industry with extensive knowledge around supply chain, merchandising, and real estate operations, having previously served as the Executive Vice President of Merchandising and Supply Chain for GNC, Senior Vice President of Real Estate and Development for PetSmart, Inc., and Director of Domestic Distribution for The Home Depot, Inc.

Mr. Burt will receive the same compensation that is provided from time to time to Company directors who are not employees. In connection with his appointment to the Board, the Company and Mr. Burt, entered into a customary indemnification agreement in the same form provided to other directors of the Company. The Board has not determined as of the date of this report the Board committees, if any, on which Mr. Burt will serve.

A press release announcing the changes to the Board is filed as an exhibit to this Current Report and is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.
Exhibit 99.1	Press Release dated<br> February 25, 2021.
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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: February 25, 2021	By:	/s/ Gregory V. Hackman
		Name: Gregory V. Hackman
		Title: Executive Vice President, Chief Operating Officer<br><br> <br>and Chief Financial Officer

Exhibit 99.1

Boot Barn Holdings, Inc. Appoints Gene Eddie Burt to Its Board of Directors

IRVINE, Calif.--(BUSINESS WIRE)--February 25, 2021--Boot Barn Holdings, Inc. (the “Company”) (NYSE: BOOT) today announced that Gene Eddie Burt, Executive Vice President, Chief Supply Chain Officer of Big Lots Inc., has been appointed to its Board of Directors. With his appointment, the Board now consists of eight directors.

“I am thrilled to welcome Eddie to the Board of Directors. He is an experienced leader with a strong background across supply chain, merchandising and real estate operations. Eddie has a demonstrated track record of developing and implementing business strategies, and I believe his skillset will bring tremendous value to Boot Barn,” commented Jim Conroy, Chief Executive Officer. “Eddie’s retail industry experience and wide-ranging background will enhance the composition of our Board as we further grow the Boot Barn business across the country.”

Mr. Burt currently serves as the Executive Vice President, Chief Supply Chain Officer of Big Lots, Inc. Mr. Burt has over 30 years of experience in the retail industry, having previously served as the Executive Vice President of Merchandising and Supply Chain for GNC, Senior Vice President of Real Estate and Development for PetSmart, Inc., and Director of Domestic Distribution for The Home Depot, Inc.

About Boot Barn

Boot Barn is the nation’s leading lifestyle retailer of western and work-related footwear, apparel and accessories for men, women and children. The Company offers its loyal customer base a wide selection of work and lifestyle brands. As of the date of this release, Boot Barn operates 267 stores in 36 states, in addition to an e-commerce channel www.bootbarn.com. The Company also operates www.sheplers.com, the nation’s leading pure play online western and work retailer and www.countryoutfitter.com, an e-commerce site selling to customers who live a country lifestyle. For more information, call 888-Boot-Barn or visit www.bootbarn.com.

Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to, by way of example and without limitation, our financial condition, liquidity, profitability, results of operations, margins, plans, objectives, strategies, future performance, business and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan“, "intend", "believe", “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: the effect of COVID-19 on our business operations, growth strategies, store traffic, employee availability, financial condition, liquidity and cash flow; decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Contacts

Investor Contact:

        ICR, Inc. 

        Brendon Frey, 203-682-8216 

        BootBarnIR@icrinc.com

Media Contact:

        Boot Barn Holdings, Inc. 

        Jim Watkins, 949-453-4428 

        Senior Vice President, Finance & Investor Relations 

        BootBarnIRMedia@bootbarn.com