| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
FORM | ||||||||||||||
| CURRENT REPORT | ||||||||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
Date of report (Date of earliest event reported): | ||||||||||||||
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(Exact name of registrant as specified in its charter) | ||||||||||||||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
incorporation ) | File No.) | Identification No.) | ||||||||||||
(Address of principal executive offices including Zip Code) | ||||||||||||||
( | ||||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||
Not Applicable | ||||||||||||||
| (Former name or former address, if changed since last report) | ||||||||||||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||
Emerging Growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Academy Sports and Outdoors, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:
Proposal 1: Election of Directors
The stockholders elected two Class II directors for terms expiring at the Company's 2025 Annual Meeting of Stockholders, and subject to the election and qualification of their successors, based upon the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||||||||
| Wendy A. Beck | 55,185,315 | 12,583,781 | 9,692,372 | |||||||||||||||||
| Sharen J. Turney | 67,498,529 | 270,567 | 9,692,372 | |||||||||||||||||
Proposal 2: Ratification of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for fiscal year 2022.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year 2022, based upon the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 75,010,848 | 2,389,099 | 61,521 | ||||||||||||
Proposal 3: Approval, by non-binding advisory vote, of the fiscal year 2021 compensation paid to the named executive officers.
The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers during fiscal year 2021 (commonly known as a "say-on-pay" proposal), based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,666,657 | 1,996,950 | 105,489 | 9,692,372 | |||||||||||||||||
Item 8.01 Other Events.
Quarterly Cash Dividend
On June 2, 2022, the Company, issued a press release announcing that the Company’s Board of Directors (the “Board”) approved the declaration of a cash dividend with respect to the quarter ended April 30, 2022 of $0.075 per share of outstanding common stock of the Company, payable on July 14, 2022, to stockholders of record as of the close of business on June 16, 2022.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||||||||||||||||||||
Press Release dated June 2, 2022. | ||||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |||||||||||||||||||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K on its behalf by the undersigned, thereto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC. | ||
| Date: June 2, 2022 | By: | /s/ | Rene G. Casares | |||||||||||
| Name: | Rene G. Casares | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||
Exhibit 99.1
Academy Sports + Outdoors Announces Quarterly Cash Dividend
KATY, Texas, June 2, 2022 /PRNewswire -- Academy Sports and Outdoors, Inc. (the “Company” or “Academy”) (Nasdaq: ASO) announced today that its Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended April 30, 2022 of $0.075 per share of the Company's common stock. The dividend is payable on July 14, 2022, to stockholders of record as of the close of business on June 16, 2022.
About Academy Sports + Outdoors
Academy is a leading full-line sporting goods and outdoor recreation retailer in the United States. Originally founded in 1938 as a family business in Texas, Academy has grown to 260 stores across 16 states. Academy’s mission is to provide “Fun for All”, and Academy fulfills this mission with a localized merchandising strategy and value proposition that strongly connects with a broad range of consumers. Academy’s product assortment focuses on key categories of outdoor, apparel, footwear and sports & recreation through both leading national brands and a portfolio of private label brands. For more information, visit academy.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Academy’s current expectations and are not guarantees of future performance. You can identify these forward-looking statements by the use of words such as “outlook,” “guidance,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. The forward-looking statements include, among other things, statements regarding the payment of the dividend, including the timing and amount thereof, the Company’s expectations regarding its future performance, and the Company’s future financial condition to support future dividend growth and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory and other factors, many of which are beyond Academy’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in Academy’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K, under the caption “Risk Factors,” as may be updated from time to time in our periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. Academy undertakes no obligation to publicly update or review any forward-looking statement,
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Exhibit 99.1
whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
Media inquiries:
Elise Hasbrook, Vice President Communications
281.253.8200
elise.hasbrook@academy.com
Investor inquiries:
Matt Hodges, Vice President Investor Relations
281.646.5362
matt.hodges@academy.com
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