OTHER INFORMATION
−Removed: On December 6, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately, a copy of which is filed as Exhibit 3.2 to this Form 10-Q.
−Removed: Among other things, the amendments affected by the Amended and Restated Bylaws:
−Removed: (i) update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) and (ii) reflect certain other changes to Section 2.03 in light of the Universal Proxy Rules, including requiring (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies;
−Removed: (2) any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the Amended and Restated Bylaws and to provide evidence that the stockholder has complied with such requirements;
−Removed: and (3) any nominee proposed by a stockholder to deliver a written questionnaire with respect to the nominee’s background and qualifications as well as provide any other questionnaires or information that may be necessary to assess the nominee’s qualifications and eligibility for board service.
−Removed: The Amended and Restated Bylaws also:
−Removed: (i) provide that a white proxy card is reserved solely for use by the Company’s Board of Directors (Section 2.03), (ii) update and conform various provisions to reflect the latest amendments to the Delaware General Corporation Law (the “DGCL”), including:
−Removed: (1) clarifying the adjournment procedures for virtual meetings of stockholders (Section 2.10);
−Removed: and (2) eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders (Section 5.05), and (iii) remove certain historical references to KKR and the Stockholders Agreement (as each term is defined in the Company’s amended and restated certificate of incorporation).
−Removed: The Amended and Restated Bylaws also incorporate other non-substantive, ministerial, clarifying and conforming changes.
−Removed: The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws which are filed as Exhibit 3.2 to this Quarterly Report and incorporated herein by reference.
Exhibit Number Description of Exhibit
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
−Removed: Amended and Restated Bylaws of the Registrant effective as of December 6, 2022.
+Added: Certificate of Change of Registered Agent and/or Registered Office of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).
+Added: Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q filed on December 7, 2022).
+Added: Amendment No.
+Added: 3, dated March 30, 2023, to First Amended and Restated ABL Credit Agreement, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors, L.L.C.
+Added: and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the lending institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender.
+Added: Form of 2023 Executive Performance-Based Restricted Stock Unit Agreement.
+Added: Form of 2023 Executive Time-Based Restricted Stock Unit Agreement.
+Added: Form of 2023 Executive Time-Based Option Agreement.
+Added: Hicks Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
+Added: Steven (Steve) P.
+Added: Lawrence Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
+Added: Mullican Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
+Added: 2020 Omnibus Incentive Plan, as amended by the First Amendment (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).
+Added: Preferability Letter from Deloitte & Touche LLP.
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
** Furnished herewith
−Removed: † Compensatory agreements for director(s) and/or executive officer(s).
+Added: † Management contract or compensatory plans or arrangements.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on December 7, 2022 on its behalf by the undersigned, thereto duly authorized.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on June 6, 2023 on its behalf by the undersigned, thereto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC.
−Removed: Chairman, President and Chief Executive Officer
−Removed: (principal executive officer)
−Removed: /s/ MICHAEL P.
−Removed: Executive Vice President and Chief Financial Officer
−Removed: (principal financial officer)
+Added: /s/ HEATHER A.
+Added: Senior Vice President - Accounting, Treasury and Tax
+Added: (principal accounting officer and authorized signatory)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.