Boot Barn Holdings Inc
For the period ended Mar 30, 2024. Filed May 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 15, 2024
BOOT$134.42-0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted because they are not required or are not applicable or because the information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying notes.
Exhibits
The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| ExhibitNumber | | Description |
| 2.1(1) | | Agreement and Plan of Merger by and among Boot Barn, Inc., Rodeo Acquisition Corp., Sheplers Holding Corporation and Gryphon Partners III, L.P. as Guarantor and the Sellers’ Representative, dated as of May 29, 2015 |
| 3.1(2) | | Second Amended and Restated Certificate of Incorporation of the Registrant |
| 3.2(3) | | Amended and Restated Bylaws of the Registrant |
| 3.2.1(4) | | Amendment, effective March 23, 2015, to Amended and Restated Bylaws of the Registrant |
| 4.1(3) | | Specimen Common Stock Certificate |
| 4.2(5) | | Description of Capital Stock |
| 10.1†(6) | | Amended and Restated Boot Barn Holdings, Inc. 2014 Equity Incentive Plan |
| 10.1.1†(7) | | Form of Employee Restricted Stock Unit Issuance Agreement under the Boot Barn Holdings, Inc. 2014 Equity Incentive Plan |
| 10.1.2†(7) | | Form of Stock Option Agreement under Boot Barn Holdings, Inc. 2014 Equity Incentive Plan |
| 10.2†(8) | | Boot Barn Holdings, Inc. 2020 Equity Incentive Plan |
| 10.2.1†(9) | | Amendment 2021-1 to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan |
| 10.2.2† | | Form of Employee Restricted Stock Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan |
| 10.2.3† | | Form of Performance Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan |
| 10.2.4† | | Form of Market-Based Stock Option Agreement, by and between Boot Barn Holdings, Inc. and James G. Conroy |
| 10.3†(8) | | Boot Barn Holdings, Inc. Amended and Restated Cash Incentive Plan for Executives |
| 10.4†(10) | | Amended and Restated Employment Agreement, dated April 7, 2015, by and between Boot Barn, Inc. and James G. Conroy |
| 10.5†(11) | | Continued Employment Agreement, effective as of January 26, 2015, by and between Boot Barn, Inc. and Paul Iacono |
| 10.6†(2) | | Employment Agreement, effective as of May 11, 2014, by and between Boot Barn, Inc. and Laurie Grijalva |
| 10.7†(2) | | Letter Agreement, dated July 2, 2014, by and between Boot Barn, Inc. and Laurie Grijalva |
| 10.8†(12) | | Employment Agreement, dated October 26, 2021, by and between Boot Barn, Inc. and James Watkins |
| 10.9†(8) | | Boot Barn Holdings, Inc. Cash Incentive Plan for Executives |
| 10.10(3) | | NSB Software as a Service Master Agreement, dated February 26, 2008, by and between Boot Barn, Inc. and NSB Retail Solutions Inc. |
| 10.11 (3) | | Form of Amended and Restated Indemnification Agreement |
| 10.12(13) | | Amendment No. 4 to Credit Agreement (which amends and restates the Credit Agreement in its entirety), dated as of July 11, 2022, by and among the Company, Boot Barn, Inc., Sheplers Holding, LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein |
| 10.13(14) | | Guaranty Agreement dated as of June 29, 2015 by and among Boot Barn, Inc. and Sheplers, Inc. as Borrowers, Boot Barn Holdings, Inc., Sheplers Holdings Corporation and certain of their Subsidiaries as Guarantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent. |
| 10.14(14) | | Collateral Agreement dated as of June 29, 2015, by and among Boot Barn Holdings, Inc., Boot Barn, Inc., Sheplers Holding Corporation, Sheplers, Inc. and certain of their Subsidiaries as Grantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent. |
| 10.15(14) | | Trademark Security Agreement, dated as of June 29, 2015, by Sheplers, Inc., in favor of Wells Fargo Bank, National Association, as Administrative Agent. |
| 10.16(14) | | Trademark Security Agreement, dated as of June 29, 2015, by Boot Barn, Inc., in favor of Wells Fargo Bank, National Association, as Administrative Agent. |
| ExhibitNumber | | Description |
| 10.17(15) | | Employment Agreement, effective on or around April 2, 2018, by and between Boot Barn, Inc. and John Hazen. |
| 10.18(15) | | Employment Agreement, effective on May 5, 2014, by and between Boot Barn, Inc. and Michael A. Love. |
| 10.18.1(15) | | Supplemental Employment Letter Agreement, effective on April 1, 2017, by and between Boot Barn, Inc. and Michael A. Love. |
| 10.18.2(15) | | Supplemental Employment Letter Agreement, effective on or around June 12, 2018, by and between Boot Barn, Inc. and Michael A. Love. |
| 19.1 | | Boot Barn Holdings, Inc. Insider Trading Policy |
| 21.1 | | List of subsidiaries |
| 23.1 | | Consent of Deloitte & Touche LLP |
| 31.1 | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | | Boot Barn Holdings, Inc. Compensation Recoupment Policy adopted November 14, 2023 |
| 101 | | Pursuant to Rules 405 and 406 of Regulation S-T, the following information from the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024 is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statement of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements. |
| 104 | | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024, formatted in iXBRL in Exhibit 101. |
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| † | Indicates management contract or compensation plan. |
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| + | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the SEC. |
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| (1) | Incorporated by reference to our Current Report on Form 8-K filed on June 3, 2015. |
| (2) | Incorporated by reference to our Quarterly Report on Form 10-Q filed on December 9, 2014. |
| (3) | Incorporated by reference to our Registration Statement on Form S-1, File No. 333-199008. |
| (4) | Incorporated by reference to our Current Report on Form 8-K filed on March 26, 2015. |
| (6) | Incorporated by reference to our Current Report on Form 8-K filed on August 25, 2016. |
| (7) | Incorporated by reference to our Quarterly Report on Form 10-Q filed on August 2, 2019. |
| (8) | Incorporated by reference to Current Report on Form 8-K filed on September 1, 2020 |
| (9) | Incorporated by reference to our Current Report on Form 8-K filed on August 26, 2021. |
| (10) | Incorporated by reference to our Current Report on Form 8-K filed on April 8, 2015. |
| (11) | Incorporated by reference to our Current Report on Form 8-K filed on January 9, 2015. |
| (12) | Incorporated by reference to our Current Report on Form 8-K filed on October 27, 2021. |
| (13) | Incorporated by reference to our Current Report on Form 8-K filed on July 14, 2022. |
| (14) | Incorporated by reference to our Current Report on Form 8-K filed on July 2, 2015. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | BOOT BARN HOLDINGS, INC. | ||
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| Date: May 14, 2024 | By: | /s/ James G. Conroy | |
| | | Name: | James G. Conroy |
| | | Title: | President, CEO and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | | Title | | Date |
|---|---|---|---|---|
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| /s/ James G. Conroy | | President, CEO and Director (Principal Executive Officer) | | May 14, 2024 |
| James G. Conroy | | | ||
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| /s/ James M. Watkins | | Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) | | May 14, 2024 |
| James M. Watkins | | | ||
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| /s/ Chris Bruzzo | | Director | | May 14, 2024 |
| Chris Bruzzo | | | ||
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| /s/ Gene Eddie Burt | | Director | | May 14, 2024 |
| Gene Eddie Burt | | | ||
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| /s/ Lisa G. Laube | | Director | | May 14, 2024 |
| Lisa G. Laube | | | ||
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| /s/ Brenda I. Morris | | Director | | May 14, 2024 |
| Brenda I. Morris | | | ||
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| /s/ Anne MacDonald | | Director | | May 14, 2024 |
| Anne MacDonald | | | ||
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| /s/ Peter Starrett | | Director | | May 14, 2024 |
| Peter Starrett | | | ||
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| /s/ Bradley M. Weston | | Director | | May 14, 2024 |
| Bradley M. Weston | | | ||
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