Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory arrangement of certain executives.
The meeting of
July 21, 2022, the Board of Directors (the "Board") of Academy Sports and Outdoors, Inc.(the "Company") increased the size of the Board from eight to nine directors and filled the vacancy created by such increase by appointing Theresa E. Palermo, 46, as an independent Class II director. Ms. Palermo'sinitial term will expire on the date of the Company's 2025 Annual Meeting of Stockholders and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal. Ms. Palermowill serve on the Nominating and Governance Committee(the "Governance Committee") of the Board. Ms. Palermohas served as Senior Vice President, Connected Commerce and Marketing at Signet Jewelers Limited, since October 2019. Ms. Palermoalso served as Senior Vice President, Marketing of Neiman Marcus Group, Inc.from August 2017until October 2019. Ms. Palermohas also served as Executive Vice President and Chief Marketing Officer of Vera Bradley Inc. from April 2015until August 2017. Ms. Palermoheld other senior positions and roles at Fossil Group Inc., Collective Brands, Inc., The Timberland Company, Polaroid Corporation, and United Communications Group Limited. She is a graduate of Auburn Universitywith a Bachelor of Science in Marketing and earned a Master of Business Administration from Simmons University.
The Council selected
The Board has determined that
Ms. Palermoqualifies as an independent director under the corporate governance standards of Nasdaq, and that there are no arrangement or understanding between Ms. Palermoand any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Palermohas an interest requiring disclosure under Item 404(a) of Regulation S-K.
In compensation for his service on the
Additionally, the Company and
Section 7.01 Disclosure of FD Rules.
July 21, 2022, the Company issued a press release announcing Ms. Palermo'sappointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description of Exhibit 99.1
Cover Page Interactive
Date file (integrated in Inline XBRL
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