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ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Directors
On September 21, 2020, Sandeep Mathrani and Desiree Ralls-Morrison were appointed to the Board of Directors (the “Board”) of DICK'S Sporting Goods, Inc. (the “Company”), each serving as a Class A Director with their terms expiring at the Company’s 2021 annual stockholders’ meeting.
In connection with each of their appointment to the Board, and consistent with the Board’s current compensation arrangements with its non-employee directors, Mr. Mathrani and Ms. Ralls-Morrison
will each: (1) receive a restricted stock grant with an aggregate value of $160,000, that will vest in three equal installments on the anniversary of the grant date and (2) be eligible to receive the Company’s standard annual cash retainer for members of the Board that will be pro-rated based on the date of their appointment.
The Company also plans to enter into an indemnification agreement with Mr. Mathrani and Ms. Ralls-Morrison in the same form as the indemnification agreements that the Company has entered into with each of its directors. Furthermore, there are no arrangements or understandings between either Mr. Mathrani or Ms. Ralls-Morrison and
any other person pursuant to which they were selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Mathrani or Ms. Ralls-Morrison that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointments of Mr. Mathrani and Ms. Ralls-Morrison is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Departure of Directors
On
September 18, 2020, Vincent C. Byrd and Allen R. Weiss each resigned as members of the Board and any respective committees of the Board to which they were a member. Neither of the resignations were because of any disagreements with the Company on matters relating to its operations, policies, or practices.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
