Academy Sports and Outdoors Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$ASO
Other Specialty Stores
Consumer Discretionary
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
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| CURRENT REPORT | ||||||||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 5, 2025, as described below, upon the recommendation of the Board of Directors (the “Board”) of Academy Sports and Outdoors, Inc. (the “Company”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) remove the supermajority voting requirements for stockholders to amend the Company’s Amended and Restated Bylaws and certain provisions of the Company’s Amended and Restated Certificate of Incorporation (the “Supermajority Voting Amendment”), (ii) declassify the Board and phase-in annual director elections starting with the Company’s 2026 Annual Meeting of Stockholders (the “Board Declassification Amendment”), and (iii) add a provision exculpating certain officers of the Company from liability in specific circumstances, as permitted by Delaware law (the “Officer Exculpation Amendment,” and, collectively with the Supermajority Voting Amendment and the Board Declassification Amendment, the “Amendments”). The details of the Amendments were disclosed in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), filed with the Securities and Exchange Commission on April 21, 2025, which description is incorporated herein by reference.
As a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 5, 2025, which became effective upon filing. The Company subsequently filed a restated certificate of incorporation (the “Restated Certificate”) that integrated the Amended and Restated Certificate of Incorporation and the Amendments.
The foregoing descriptions of the Amendments and the Amended and Restated Certificate of Incorporation are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2025, the Company held its 2025 Annual Meeting. At the Annual Meeting, the Company’s stockholders (i) elected three Class II directors, whose names appear below, to serve for a term of three years expiring at the Company’s 2028 Annual Meeting of Stockholders and until their successors shall be elected and qualified (the “Election of Class II Directors”), (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending January 31, 2026 (“Auditor Ratification”), (iii) approved, on a non-binding advisory basis, the fiscal year 2024 compensation paid to the Company’s named executive officers (“Say-on-Pay”), (iv) approved the Supermajority Voting Amendment, (v) approved the Board Declassification Amendment, and (vi) approved the Officer Exculpation Amendment. The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:
| Election of Class II Directors | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Wendy Beck | 56,058,208 | 914,691 | 5,357,428 | |||||||||||||||||
| Theresa Palermo | 56,485,789 | 487,110 | 5,357,428 | |||||||||||||||||
| Monique Picou | 56,566,973 | 405,926 | 5,357,428 | |||||||||||||||||
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| Auditor Ratification | 60,261,211 | 2,034,177 | 34,939 | |||||||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Say-on-Pay | 56,268,117 | 665,067 | 39,715 | 5,357,428 | ||||||||||||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Supermajority Voting Amendment | 56,773,125 | 154,257 | 45,517 | 5,357,428 | ||||||||||||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Board Declassification Amendment | 56,827,543 | 103,597 | 41,759 | 5,357,428 | ||||||||||||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Officer Exculpation Amendment | 50,622,595 | 6,316,989 | 33,315 | 5,357,428 | ||||||||||||||||||||||
Item 8.01 Other Events.
Nominating and Governance Committee Appointment
On June 5, 2025, the Board appointed Monique Picou to serve as a member of the Nominating and Governance Committee of the Board, effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||||||||||||||||||||
| Certificate of Amendment to the Certificate of Incorporation. | ||||||||||||||||||||||||||
Restated Certificate of Incorporation. | ||||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |||||||||||||||||||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC. | ||
| Date: June 5, 2025 | By: | /s/ | Sarah M. Green | |||||||||||
| Name: | Sarah M. Green | |||||||||||||
| Title: | Vice President, Deputy General Counsel and Assistant Corporate Secretary | |||||||||||||