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 profitability and margins also declining.

• Returned $396M to shareholders via share repurchases and dividends; eCommerce penetration at 10.5% of net sales.

• Board and management emphasize responsible leadership, integrity, and ongoing ESG and corporate responsibility initiatives.

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; strong focus on diversity, skills, and experience.

• Board leadership structure separates Chairman and CEO roles; Lead Independent Director in place.

• Annual board and committee evaluations, director orientation, and succession planning are emphasized.

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

• Proposals to declassify the Board and remove supermajority voting align with shareholder feedback and governance best practices.