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(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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
iDKS
iThe
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Dick’s Sporting Goods, Inc. (the “Company”) held on June 9, 2021, stockholders approved the Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “Amended and Restated 2012 Plan”), to increase the number of authorized shares reserved for issuance under the plan by 7,500,000 shares and eliminate certain provisions related to performance-based compensation. A description of the Amended and Restated 2012 Plan and related matters is set forth in the Company’s definitive proxy statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission on April
28, 2021 (the “2021 Proxy Statement”) and is qualified in its entirety by reference to the full text of the Amended and Restated 2012 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Company’s Board of Directors (the “Board”) previously approved the Amended and Restated 2012 Plan, subject to receipt of stockholder approval at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders approved proposals to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to (i) provide for the annual election of directors and eliminate the classified board structure; and (ii) increase the maximum number of directors to 13 (the “Amendments”). The Company’s Charter previously provided for the Board to be divided into three classes, with each class serving a staggered three year term, and a maximum Board size of 11. The Board
previously approved the Amendments, subject to receipt of stockholder approval at the Annual Meeting. The Company filed a Certificate of Amendment with the Delaware Secretary of State to effectuate the Amendments, which became effective June 9, 2021. The foregoing descriptions are summaries only, and are qualified in their entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(b) Six proposals were submitted by the Board to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
The Company's stockholders elected each of the Board's four nominees for Class A Director for terms that expire in 2022, or until their successors are duly elected and qualified as Class A Directors; approved the amendment to the Company's Certificate of Incorporation to provide for the annual election of directors and eliminate the classified Board structure; approved
the amendment to the Company's Certificate of Incorporation to increase the size of the Board from 11 to 13; ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2021; approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's 2021 Proxy Statement; and approved the amendment and restatement of the Company's
2012 Stock and Incentive Plan to increase the number of authorized shares reserved for issuance under the plan and eliminate certain provisions related to performance-based compensation.
Proposal No. 1- Election of Directors
Nominee
For
Withheld
Broker Non-Vote
William
J. Colombo
286,646,117
2,061,676
4,083,681
Sandeep Mathrani
288,297,958
409,835
4,083,681
Desiree Ralls-Morrison
288,065,584
642,209
4,083,681
Larry
D. Stone
286,289,960
2,417,833
4,083,681
Proposal No. 2- Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for the annual election of directors and eliminate the classified board structure
For
Against
Abstain
Broker Non-Vote
288,549,969
28,860
128,964
4,083,681
Proposal
No. 3- Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for an increase in the size of the Board, from 11 to 13
For
Against
Abstain
Broker Non-Vote
292,336,588
275,815
179,071
—
Proposal
No. 4- Ratification of the Appointment of Independent Registered Public Accounting Firm
For
Against
Abstain
Broker Non-Vote
291,526,070
1,121,471
143,933
—
Proposal
No. 5- Non-Binding Advisory Vote on the Compensation of Named Executive Officers
For
Against
Abstain
Broker Non-Vote
285,089,333
3,436,419
182,041
4,083,681
Proposal
No. 6- Amendment and Restatement of the Company's 2012 Stock and Incentive Plan
For
Against
Abstain
Broker Non-Vote
261,236,101
27,298,990
172,702
4,083,681
SIGNATURE
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.