Academy Sports & Outdoors (ASO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, with six key proposals for shareholder vote, including director elections and major governance amendments.

• Fiscal 2024 saw net sales of $5.93B, a 3.7% decrease from 2023, with $396M returned to shareholders via buybacks and dividends.

• Board and management engaged in extensive shareholder outreach, leading to proposed governance reforms.

Voting matters and shareholder proposals

• Election of three Class II director nominees for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Amendments to remove supermajority voting requirements and declassify the board by 2028.

• Amendment to limit liability of certain officers as permitted by law.

Board of directors and corporate governance

• Board consists of 11 directors, 9 of whom are independent; recent changes include new appointments and a transition of the Chairman role.

• Board committees (Audit, Compensation, Governance) are fully independent and meet regularly.

• Board is seeking to declassify itself and phase in annual director elections by 2028.

• Strong focus on board diversity, skills, and ongoing evaluation.

• Shareholder rights include one vote per share, no poison pill, and no dual-class structure.