Boot Barn Holdings, Inc 8-K, filed May 5, 2025
Boot Barn Holdings, Inc. (BOOT)
About this 8-K
Boot Barn Holdings, Inc filed this 8-K on May 5, 2025, reporting on events of May 1, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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.
As previously disclosed in the Current Report on Form 8-K filed by Boot Barn Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 28, 2024 (the “Original Form 8-K”), as amended by Amendment No. 1 to the Original 8-K filed by the Company with the SEC on November 15, 2024 (the “Form 8-K Amendment”), the Company’s Board of Directors (the “Board”) appointed John Hazen as Interim Chief Executive Officer effective November 22, 2024. Mr. Hazen was appointed on an interim basis while the Board conducted an internal and external executive search before making a decision on the Company’s next Chief Executive Officer (the “Executive Search”).
Following the completion of the Executive Search, on May 1, 2025, the Board appointed Mr. Hazen as the Chief Executive Officer of the Company, effective as of May 5, 2025 (the “Effective Date”). The Board also increased the size of the Board from seven to eight directors and appointed Mr. Hazen to the Board, effective as of the Effective Date. Mr. Hazen’s biographical information (as required by Item 401(b) of Regulation S-K) and business experience (as required by Item 401(e) of Regulation S-K) is set forth on page 19 of the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on July 18, 2024 and is incorporated herein by reference. There are no family relationships between Mr. Hazen and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Hazen that are reportable pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Hazen and any other persons pursuant to which he was selected as the Company’s Chief Executive Officer.
On May 1, 2025, the Board also determined the compensation terms of Mr. Hazen’s employment as the Company’s Chief Executive Officer (the “CEO Compensation Terms”). It is the Board’s intention that the CEO Compensation Terms will be memorialized in an amendment and restatement of Mr. Hazen’s current employment agreement (the “CEO Employment Agreement”). The following provides a summary of the CEO Compensation Terms as approved by the Board. Such summary does not purport to be a complete description of the anticipated CEO Employment Agreement. The Company intends to file a copy of the CEO Employment Agreement as an exhibit to an amendment to this Current Report on Form 8-K or to a periodic report for the period in which such agreement is finalized and executed by the parties.
Mr. Hazen will be entitled to a base salary of $900,000 and will continue to be eligible to participate in the Company’s annual incentive bonus program with a target bonus of 100% of his base salary. 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, and it will consist of 50% time-based restricted stock units and 50% performance share units with an aggregate target value of $4.1 million. 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.
In connection with the appointment of Mr. Hazen as Interim Chief Executive Officer, the Board had appointed Peter Starrett as Executive Chairman to assist in the transition. The Board has now determined that Mr. Starrett will continue to serve as Executive Chairman until December 31, 2025 to further assist in the transition process. Following December 31, 2025, it is the Board’s intention that Mr. Starrett will reassume his prior position as nonexecutive Chairman of the Board. Accordingly, Mr. Starrett will continue to be entitled to receive the Executive Chairman compensation described in the Form 8-K Amendment until December 31, 2025, and beginning on January 1, 2026, Mr. Starrett will receive the same compensation and benefits as the other non-employee directors serving on the Board.
Item 7.01 Regulation FD Disclosure.
On May 5, 2025, the Company issued a news release regarding the foregoing, a copy of which is included as Exhibit 99.1 attached hereto and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being 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 and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description | ||
Exhibit 99.1 | |||
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 5, 2025 | By: | /s/ James M. Watkins |
| | Name: James M. Watkins |
| | Title: Chief Financial Officer and Secretary |
Exhibit 99.1
Boot Barn Holdings, Inc. Appoints John Hazen as Chief Executive Officer
IRVINE, California – May 5, 2025 – Boot Barn Holdings, Inc. (NYSE: BOOT) (the “Company” or “Boot Barn”) today announced that its Board of Directors has appointed John Hazen as Chief Executive Officer (“CEO”), effective May 5, 2025. Mr. Hazen had been serving as the Company’s Interim Chief Executive Officer since November 2024.
Peter Starrett, Executive Chairman of Boot Barn, said, “After a comprehensive search process, the Board unanimously concluded that John is the right leader to drive Boot Barn forward. We believe that his deep industry knowledge, proven track record in digital transformation, and clear vision for the future make him exceptionally qualified for this role. John has already demonstrated strong leadership during his tenure as Interim CEO, and we are confident in his ability to execute our strategic plans and deliver long-term growth."
Mr. Hazen stated, "I am honored and excited to lead Boot Barn as we continue to build on our strong foundation and focus on consistent, long-term growth. Having worked closely with our talented team during the last seven years, and more recently as Interim CEO, I am more confident than ever in our strategic direction and our ability to deliver exceptional value to our customers and stockholders. We will remain focused on our four strategic growth initiatives and delivering the selection and shopping experience our customers count on."
Mr. Hazen brings over 20 years of experience in the apparel and footwear industry to the role. Prior to joining Boot Barn in 2018 as Chief Digital Officer, he served as SVP of Commerce and Subscriptions of Ring from 2017 to 2018 and SVP of Direct to Consumer of True Religion from 2014 to 2017, where he oversaw both brick-and-mortar and digital channels. His extensive career also includes leadership positions at Kellwood, Nike, and Fox Racing. Mr. Hazen holds a Bachelor of Commerce degree in management information systems from Concordia University in Montreal, Quebec and a master's degree in business administration from Loyola Marymount University in Los Angeles, California.
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 464 stores in 49 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 the Company’s current expectations and projections relating to, by way of example and without limitation, the Company’s 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 that 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: 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.
Investor Contact:
ICR, Inc.
Brendon Frey, 203-682-8216
BootBarnIR@icrinc.com
or
Company Contact:
Boot Barn Holdings, Inc.
Mark Dedovesh, 949-453-4489
Senior Vice President, Investor Relations & Financial Planning
BootBarnIRMedia@bootbarn.com