Boot Barn Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Proxy Statement for Annual Meeting of Stockholders

This proxy statement and form of proxy are first being distributed and made available on or about July 18, 2024.

July 18, 2024

Dear Fellow Boot Barn Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Boot Barn Holdings, Inc., which will be an in-person only meeting held at Boot Barn Holdings, Inc., 15345 Barranca Pkwy., Irvine, California 92618, on Wednesday, August 28, 2024, at 1:00 p.m. local time.

At the Annual Meeting, we will ask you to elect eight members of our board of directors; vote on a non-binding advisory proposal to approve the compensation paid to our named executive officers for fiscal 2024 (commonly referred to as the “say-on-pay” vote); ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year; and consider such other business as may properly come before the Annual Meeting or any adjournment, continuation or postponement thereof.

We have elected to provide access to the proxy materials over the internet, other than to those stockholders who request a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the Proxy Statement.

On behalf of the board of directors, we would like to thank you for your continued interest and investment in Boot Barn Holdings, Inc.

Sincerely,

James G. Conroy

President and Chief Executive Officer

BOOT BARN HOLDINGS, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about July 18, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be held on August 28, 2024.

This proxy statement and our 2024 Annual Report to Stockholders, are available at https://envisionreports.com/BOOT and https://investor.bootbarn.com.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this proxy statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements refer to our current expectations and projections relating to, by way of example and without limitation, our plans, objectives, strategies, future performance, business and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “could”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. For these reasons, we caution readers not to place undue reliance on these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth in Item 1A. Risk Factors – “Summary of Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024 and our subsequent filings and reports with the Securities and Exchange Commission (“SEC”). Furthermore, the forward-looking statements included in this proxy statement are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.