Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 43K
2: EX-3.1 EX-3.1 Certificate of Amendment HTML 10K
3: EX-10.1 EX-10.1 Restated Director Equity Plan HTML 52K
4: EX-10.2 EX-10.2 Executive Officer Cash Bonus Plan HTML 25K
8: R1 Cover Page HTML 48K
11: XML IDEA XML File -- Filing Summary XML 12K
9: XML XBRL Instance -- hibb-20220525_htm XML 22K
10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
6: EX-101.LAB XBRL Labels -- hibb-20220525_lab XML 69K
7: EX-101.PRE XBRL Presentations -- hibb-20220525_pre XML 34K
5: EX-101.SCH XBRL Schema -- hibb-20220525 XSD 10K
12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
13: ZIP XBRL Zipped Folder -- 0001017480-22-000096-xbrl Zip 44K
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 Par Value Per Share
iHIBB
iNasdaq
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2022, Hibbett, Inc. (the “Company”) held its 2022 Annual Meeting
of Stockholders (the “Annual Meeting”), at which the stockholders of the Company approved the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan (the “Amended and Restated Plan”), which, among other things, extended the term of the Hibbett, Inc. 2012 Non-Employee Director Equity Plan (the “Prior Plan”) through May 25, 2032 and authorized the issuance of an aggregate of 500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for awards made on or after May 25, 2022.
For a description of the terms and conditions of the Amended and Restated
Plan, see “Proposal Number 4: Approval of the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan” in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 15, 2022, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Amended and Restated Plan attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The stockholders also approved at the Annual Meeting an amendment (the “Cash Bonus Plan Amendment”) to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan (the “Cash Bonus Plan”), which increased the amount of an incentive bonus payable to an eligible executive officer under the Cash Bonus Plan from $1,000,000 during any fiscal year to an amount not to exceed two times (2x) the Target Incentive Bonus Percentage (as defined in the Cash Bonus Plan Amendment) multiplied by an eligible executive’s Base Salary (as defined in the Cash Bonus Plan Amendment) during any fiscal year.
For a description of the terms and conditions of the Cash Bonus
Plan Amendment, see “Proposal Number 6: Approval of an Amendment to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan” in the Proxy Statement, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Cash Bonus Plan Amendment attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
At the Annual Meeting, the stockholders approved an amendment to the first paragraph of ARTICLE FOURTH of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the aggregate number of authorized shares of Common Stock from 80,000,000 to 160,000,000 (collectively, the “Charter Amendment”). The aggregate number of authorized shares of the Company’s
preferred stock is unaffected by the Charter Amendment.
The Charter Amendment became effective on May 26, 2022 following the filing of the Charter Amendment with the Secretary of State of the State of Delaware. The aggregate number of authorized shares of all classes of the Company’s capital stock under the Certificate of Incorporation, as amended by the Charter Amendment, is 161,000,000 shares.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment attached as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Board of Directors of the Company (the "Board") submitted at the Annual Meeting six proposals to a vote of the stockholders. The final results of the voting on each proposal are presented below.
Proposal Number 1 - Election of Directors
The Board nominated each of the nominees set forth below to serve as a Class II Director for
a three-year term expiring at the Annual Meeting of Stockholders to be held in 2025, or until his or her successor is elected or qualified. The stockholders elected the three nominees to serve as Class II Directors of the Company pursuant to the following vote:
Nominee
For
Against
Abstain
Broker
Non-Votes
Ramesh Chikkala
10,053,279
33,345
15,060
1,421,852
Karen S. Etzkorn
9,856,058
228,888
16,738
1,421,852
Linda Hubbard
10,058,620
31,637
11,427
1,421,852
Proposal
Number 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023. The appointment of Ernst & Young LLP was ratified by the stockholders pursuant to the following vote:
For
Against
Abstain
11,434,000
77,247
12,289
Proposal
Number 3 - Advisory Vote on Executive Compensation
The stockholders were asked to cast a non-binding advisory vote on a resolution to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation pursuant to the following vote:
For
Against
Abstain
Broker
Non-Votes
9,734,868
325,860
40,956
1,421,852
Proposal Number 4 - Approval of the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan
The stockholders were asked to approve the Amended and Restated Plan to, among other things, extend the term of the Prior Plan and to authorize the issuance of additional shares of Common Stock under the Amended and Restated Plan. The stockholders approved the Amended and Restated Plan pursuant to the following vote:
The stockholders were asked to approve the Charter Amendment to increase the aggregate number of authorized shares of Common Stock from 80,000,000 to 160,000,000. The stockholders approved the Charter Amendment pursuant to the following vote:
For
Against
Abstain
9,366,099
2,148,641
8,796
Proposal
Number 6 - Approval of an Amendment to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan
The stockholders were asked to approve the Cash Bonus Plan Amendment to increase the amount of an incentive bonus payable to an eligible executive officer pursuant to the Cash Bonus Plan. The stockholders approved the Cash Bonus Plan Amendment pursuant to the following vote:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized.
