Academy Sports to seek declassification of board by 2028; remove supermajority voting requirements

Academy Sports & Outdoors, Inc.

Board approved bylaw amendments conforming vacancy and voting standard language to charter.
At 2025 Annual Meeting, company will propose declassifying board, phasing in annual elections starting 2026.
Also proposing removal of supermajority vote requirements for stockholders to amend charter and bylaws.
Details for proposals to be disclosed in pending definitive proxy statement.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Academy Sports & Outdoors, Inc.: Amended Section 3.05 (board vacancies) and Section 9.01 (voting standard for bylaw amendments) to align with the Certificate of Incorporation (effective 2025-03-06).

Change: bylaw amendment
Effective: 2025-03-06

Exact text from the filing

On March 6, 2025, the Board of Directors (the “Board”) of Academy Sports and Outdoors, Inc. (the “Company”) amended and restated, effective immediately, the amended and restated bylaws of the Company (the “Bylaws” and, as so further amended and restated, the “Amended and Restated Bylaws”) to reflect the amendments summarized below. Specifically, the Amended and Restated Bylaws amend Section 3.05, which includes language relating to board vacancies, and Section 9.01, which includes the voting standard for Bylaw amendments by stockholders, in each case, to instead refer to the relevant language in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”).

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Source: SEC EDGAR

accession 0001817358-25-000015

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