Dick's Sporting Goods Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DKS
Other Specialty Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 12, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices)
(724 ) 273-3400
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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
TABLE OF CONTENTS
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting was held on June 12, 2024.
(b) Five (5) proposals were submitted by the Company's Board of Directors (the "Board") to a vote of Company stockholders, and the final results of the voting on each proposal are noted below.
The Company’s stockholders (i) elected each of the Board’s twelve (12) nominees for Director for terms that expire in 2025, or until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; (iv) did not approve a stockholder proposal requesting that the Board adopt a policy requiring the Company to publicly disclose its EEO-1 report; and (v) did not approve a stockholder proposal to amend the Company's By-Laws to waive the business judgment rule.
The Company’s stockholders (i) elected each of the Board’s twelve (12) nominees for Director for terms that expire in 2025, or until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; (iv) did not approve a stockholder proposal requesting that the Board adopt a policy requiring the Company to publicly disclose its EEO-1 report; and (v) did not approve a stockholder proposal to amend the Company's By-Laws to waive the business judgment rule.
Proposal No. 1- Election of Directors
| Nominee | For | Withheld | Broker Non-Vote | |||||||||||||||||
| Mark J. Barrenechea | 273,121,001 | 1,437,794 | 4,932,781 | |||||||||||||||||
| Emanuel Chirico | 270,473,526 | 4,085,269 | 4,932,781 | |||||||||||||||||
| William J. Colombo | 261,170,810 | 13,387,985 | 4,932,781 | |||||||||||||||||
| Robert W. Eddy | 273,715,720 | 843,075 | 4,932,781 | |||||||||||||||||
| Anne Fink | 257,452,444 | 17,106,351 | 4,932,781 | |||||||||||||||||
| Larry Fitzgerald, Jr. | 263,545,134 | 11,013,661 | 4,932,781 | |||||||||||||||||
| Lauren R. Hobart | 273,740,533 | 818,262 | 4,932,781 | |||||||||||||||||
| Sandeep Mathrani | 273,404,026 | 1,154,769 | 4,932,781 | |||||||||||||||||
| Desiree Ralls-Morrison | 273,486,758 | 1,072,037 | 4,932,781 | |||||||||||||||||
| Lawrence J. Schorr | 261,249,344 | 13,309,451 | 4,932,781 | |||||||||||||||||
| Edward W. Stack | 272,806,746 | 1,752,049 | 4,932,781 | |||||||||||||||||
| Larry D. Stone | 261,166,656 | 13,392,139 | 4,932,781 | |||||||||||||||||
Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of Named Executive Officers
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 271,771,556 | 2,701,238 | 86,001 | 4,932,781 | |||||||||||||||||
Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 277,437,775 | 2,017,957 | 35,844 | — | |||||||||||||||||
Proposal No. 4 - Stockholder proposal requesting that the Board adopt a policy requiring the Company to publicly disclose its EEO-1 report.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 32,103,219 | 242,198,917 | 256,659 | 4,932,781 | |||||||||||||||||
Proposal No. 5 - Stockholder proposal to amend the Company's By-Laws to waive the business judgment rule.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 74,531 | 274,410,433 | 73,831 | 4,932,781 | |||||||||||||||||
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.
| DICK'S SPORTING GOODS, INC. | ||||||||
| Date: June 13, 2024 | By: | /s/ NAVDEEP GUPTA | ||||||
| Name: | Navdeep Gupta | |||||||
| Title: | Executive Vice President - Chief Financial Officer | |||||||