---
schema_version: "secwatch.filing_event.v1"
accession: "0001817358-25-000102"
form_type: "8-K"
ticker: "ASO"
cik: "0001817358"
company_name: "Academy Sports & Outdoors, Inc."
filed_at: "2025-06-05T23:59:59+00:00"
generated_at: "2026-05-19T22:34:11.759204+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Academy Sports shareholders approve board declassification, remove supermajority voting

## Summary
- Shareholders approved removal of supermajority voting requirements for bylaw and charter amendments.
- Board declassification approved; annual director elections phased in starting 2026 Annual Meeting.
- Officer exculpation amendment approved, limiting liability in specific circumstances under Delaware law.
- Three Class II directors elected: Wendy Beck, Theresa Palermo, Monique Picou with >56M votes each.
- Monique Picou appointed to Nominating and Governance Committee effective June 5, 2025.

## SEC filing metadata
- accession: 0001817358-25-000102
- form_type: 8-K
- ticker: ASO
- cik: 0001817358
- company_name: Academy Sports & Outdoors, Inc.
- filed_at: 2025-06-05T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1817358/000181735825000102/0001817358-25-000102-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817358/000181735825000102/aso-20250605.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001817358-25-000102
- JSON: https://secwatch.observer/filing/0001817358-25-000102.json
- Plain text: https://secwatch.observer/filing/0001817358-25-000102.txt

## Key facts
- Governance Changes
  Academy Sports & Outdoors, Inc.: Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to remove supermajority voting requirements, declassify the Board with phase-in of annual director elections, and add officer exculpation provision (effective 2025-06-05).
  - Change: charter amendment
  - Effective: 2025-06-05
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1817358/000181735825000102/0001817358-25-000102-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.