SEC Form DEFA14A filed by Boot Barn Holdings Inc.

Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

BOOT BARN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Step 1: Go to www.envisionreports.com/BOOT. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. www.envisionreports.com/BOOT Online Go to www.envisionreports.com/BOOT or scan the QR code — login details are located in the shaded bar below. The Sample Company Stockholder Meeting Notice 040CFB + + Important Notice Regarding the Availability of Proxy Materials for the Boot Barn Holdings, Inc. Stockholder Meeting to be Held on August 28, 2024 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2024 Proxy Statement, Fiscal 2024 Annual Report, and Proxy Card are available at: Obtaining a Paper Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before August 14, 2024 to facilitate timely delivery. 2NOT Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Votes submitted electronically must be received by 5:00 p.m., Central Time, on August 27, 2024. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares.

Here’s how to order a paper copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a paper copy of the proxy materials. — Internet – Go to www.envisionreports.com/BOOT. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to [email protected] with “Proxy Materials Boot Barn Holdings, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by August 14, 2024. Boot Barn Holdings, Inc. Annual Meeting of Stockholders will be held on August 28, 2024 at 15345 Barranca Pkwy, Irvine, California 92618, at 1:00 P.M. Pacific Time. Proposals to be voted on at the meeting are listed below, along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR each of the director nominees listed under Proposal 1, and FOR Proposals 2 and 3: 1. Election of Directors: 01 - Peter Starrett 02 - Chris Bruzzo 03 - Eddie Burt 04 - James G. Conroy 05 - Lisa G. Laube 06 - Anne MacDonald 07 - Brenda I. Morris 08 - Brad Weston 2. To vote on a non-binding advisory resolution to approve the compensation paid to named executive officers for fiscal 2024 (“say-on-pay”). 3. Ratification of Deloitte & Touche LLP as the independent auditor for the fiscal year ending March 29, 2025. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Stockholder Meeting Notice