📋 What This Document Is 📄

This is a Proxy Statement (Form DEF 14A), which is a required legal document sent to the company's shareholders before an Annual Meeting of Stockholders. Essentially, it’s a massive information packet designed to explain what the company will discuss and vote on, and why those decisions are important for the future of Academy Sports and Outdoors, Inc.

The document informs stockholders about the structure of the company, the performance of the board, and the key decisions that need shareholder approval. 👉 Key Takeaway: The main goal of reading this statement is to understand the corporate governance—the rules and people who run the company—and how you can vote your shares.

🎒 What The Company Does 🛒

Academy Sports and Outdoors, Inc. (ASO) is a large, full-line retailer specializing in sporting goods and outdoor recreation across the United States. They help consumers find equipment, apparel, and gear for all kinds of activities.

ASO makes money by selling product through its various stores and channels. Their product assortment features both highly popular national brands and a range of private label brands. 💪 They highlight their mission: to "Provide FUN FOR ALL" by offering strong assortments, value, and experience.

The company has a substantial physical footprint:

• Stores: 324 locations.
• Distribution Centers: 3.
• States: Operating in 21 states.
• Workforce: Over 22,000 team members.

📅 Annual Meeting Logistics & Voting 🗓️

This section covers all the nuts and bolts of the annual shareholder meeting. It confirms when the meeting is happening, who can vote, and exactly how shareholders can cast their ballots.

Important Dates:

• Annual Meeting Date: Thursday, June 4, 2026.
• Record Date: To be counted as a stockholder, you must be of record at the close of business on April 9, 2026.
• Voting Deadline: The deadline for electronic/phone voting is 10:59 p.m. Central Time on June 3, 2026.
• Physical Meeting: If you attend in person, you must present photo ID and proof of ownership.

How to Vote:

• The company strongly encourages voting electronically via the internet (www.proxyvote.com), by telephone, or by mail.
• 👉 Why it matters: If you do not vote by the deadlines, or if you hold shares through a third party (a broker), your vote might not be counted, which could affect the outcome of the proposals.

🗳️ Items of Business: What Shareholders Vote On ⚖️

The Proxy Statement outlines exactly three major proposals that shareholders will vote on at the Annual Meeting. These votes determine the company's leadership and financial oversight for the coming years.

1. Election of Directors (Proposal One):

• Shareholders vote on electing three Class III director nominees for a two-year term expiring at the 2028 Annual Meeting.
• The Board recommends voting "FOR" the election of each of the three nominees: Ken Hicks, Beryl Raff, and Jeff Tweedy.
• 👉 Why it matters: Directors are the people legally responsible for overseeing the company's management and strategic direction. Choosing them is choosing the people who will govern ASO.

2. Ratification of Independent Public Accounting Firm (Proposal Two):

• This vote asks shareholders to approve the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2026.
• The Board considers this a routine matter, and the vote is expected to be "FOR."
• 👉 Why it matters: This proposal ensures that ASO has an outside, independent expert (Deloitte) to check their books and make sure their financial reporting is accurate and compliant with the law.

3. Non-Binding Advisory Vote on Executive Compensation (Proposal Three):

• Shareholders vote, non-bindingly, on the compensation paid to the named executive officers for fiscal 2025.
• The Board recommends voting "FOR" this approval.
• 👉 Why it matters: While this vote is not legally binding, a high level of shareholder approval signals that the market believes the compensation structure and pay rates for top executives are appropriate and aligned with company performance.

👔 Board Governance and Oversight 🧭

The Board of Directors has the ultimate responsibility for overseeing the company’s day-to-day operations and long-term strategy. The Proxy Statement dedicates significant space to showing that the Board has strong rules in place.

Board Oversight Scope: The Board provides oversight of highly critical areas, including:

• Strategic planning and financial stewardship (capital allocation, budgeting).
• Risk management (operational, financial, cybersecurity, supply chain).
• Human capital and leadership (succession planning and director refreshment).
• Technology & Cyber Oversight (information security and AI governance).
• Responsible Leadership (ensuring the company operates ethically and legally).
• 👉 Why it matters: This confirms that the Board doesn't just sign off on financials; they are actively managing high-level risks (like cybersecurity and inflation) that could affect the business.

Governance Structure: The Board is structured to ensure independence and accountability through:

• Separation of Roles: The Board has determined it is best for ASO to keep the Chairman of the Board (Ken Hicks) separate from the Chief Executive Officer (Steve Lawrence).
• Independent Leadership: Tom Nealon serves as the Lead Independent Director, a role designed to provide structure and guidance when the Chairman is not independent.
• Committees: Three standing committees—the Audit, Compensation, and Nominating & Governance Committees—are composed entirely of independent directors. This division of labor helps ensure specialized oversight.

🧍 Board Directors and Leadership 🏅

The Board comprises twelve directors, with ten being independent, which is a key measure of governance health. The statement provides detailed backgrounds for all directors and nominees, showing their deep experience in retail.

Key Leadership Transitions:

• Mr. Hicks transitioned from Executive Chairman of the Board to non-employee Chairman of the Board effective June 1, 2024.
• Mr. Lawrence took over as the Chief Executive Officer (CEO) in June 2023.

Board Expertise Snapshot: The Board’s collective skills are designed to guide ASO through modern retail challenges. Areas of strength include:

• Retail Strategy: Multiple directors (including Mr. Hicks, Ms. Raff, and Mr. Tweedy) bring deep expertise in merchandising, store operations, and retail strategy.
• Digital Growth: Expertise in Digital/eCommerce is highly represented, which is vital for a modern omnichannel retailer.
• Finance & Risk: Directors like Mr. Marley and Mr. Dastugue bring extensive backgrounds in public accounting, financial oversight, and risk management.

🧑‍⚖️ Committee Oversight Responsibilities 🛠️

The committees are the working arms of the Board, tasked with specialized oversight. Their charters define precisely what they watch out for, adding layers of protection for the shareholders.

1. The Audit Committee (Chair: Brian Marley):

• Oversight Role: This committee has supreme authority over the financial statements and the auditing process.
• Key Responsibilities: They oversee the entire audit process, approve the independent accounting firm’s compensation, and review all internal controls regarding financial reporting.
• 👉 Why it matters: This committee acts as the primary financial watchdog, assuring stockholders that the reported numbers are accurate, robust, and meet regulatory standards.

2. The Compensation Committee (Chair: Beryl Raff):

• Oversight Role: This committee sets the pay policy for the company's leadership.
• Key Responsibilities: They review and recommend the overall compensation philosophy, evaluate the CEO's performance, and approve the compensation programs for all executive officers.
• 👉 Why it matters: This committee keeps an eye on pay fairness. It ensures that executive pay is linked to achieving measurable business goals and maintaining a healthy, stable workforce.

3. The Nominating and Governance Committee (Chair: Wendy Beck):

• Oversight Role: This committee is responsible for maintaining the health of the Board itself.
• Key Responsibilities: They identify qualified board members for other committees and make recommendations about the overall structure and policies of the Board.
• 👉 Why it matters: This committee is essentially the company's internal check-on-the-checker. It ensures that the board has diverse skills and sufficient independence.

🌐 Corporate Governance Guidelines and Policies 📖

The company outlines specific rules that govern how the Board and its directors must act. These guidelines ensure that the Board remains objective and follows best practices.

Governance Highlights:

• Independence: The guidelines require directors to be independent, and the Board has affirmatively determined that the ten specified directors (including those named in the Proxy Statement) are independent.
• Anti-Conflict Rules: The Board maintains strict policies regarding conflicts of interest, including limits on how many other public company boards a director can serve on (limit of four).
• Accountability: The Board uses tools like a "Clawback policy" and "Board and Committee Evaluations" to ensure accountability.
• 👉 Why it matters: These policies protect both the company and the shareholders by creating clear boundaries, minimizing potential conflicts of interest, and requiring directors to be constantly informed and engaged.

📣 Contact Information and Resources 📧

If you have questions or need to access documentation, ASO provides specific channels for communication.

• Website: The primary place to access all materials, including the Annual Report and Corporate Governance Guidelines, is the investor relations website at investors.academy.com.
• General Inquiries Email: For directions to the physical meeting, the company provides the email: [email protected].
• Proxy Voting Info: All voting methods (Internet, QR Code, Phone, Mail) are centralized through www.proxyvote.com.

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🧠 The Analogy 🧱

Think of the Board of Directors as the principal architects of a massive, complex building (the company). The Proxy Statement isn't just showing you who the architects are; it's showing you the blueprint for how they are supposed to manage the construction.

The Annual Meeting is the vote where the building's owners (the shareholders) review the architect list, approve the budget (compensation), and check the safety inspector (the Audit Committee). By forcing the company to publicize these rules and votes every year, the Proxy Statement makes sure that the company is always building according to a known, accountable set of standards, minimizing the risk of structural failure.

🧩 Final Takeaway 🚀

This Proxy Statement is a detailed corporate governance report, not an earnings report. It signals that ASO is a mature company focused on maintaining its internal checks and balances. Shareholders' primary action is to vote on the Board’s composition to affirm that the people running the company have the diverse, deep expertise required for continued growth in the competitive retail and outdoor goods market.