Boot Barn (BOOT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 26, 2026, with voting on key proposals including director elections, executive compensation, a new equity incentive plan, and auditor ratification.

• Shareholders of record as of July 1, 2026, are entitled to vote, with each share of common stock carrying one vote.

• Proxy materials are distributed primarily online to reduce environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing eight directors, a non-binding say-on-pay vote, approval of the 2026 Equity Incentive Plan, and ratification of Deloitte & Touche LLP as auditor for fiscal 2027.

• The board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or in person at the meeting.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent under NYSE standards.

• Board leadership is separated between the Chairman and CEO roles.

• Committees include audit, compensation, and nominating/corporate governance, each with defined charters and responsibilities.

• Board diversity: 38% female, 25% racially/ethnically diverse, average tenure 7.5 years.

• Directors are subject to stock ownership guidelines and regular performance evaluations.