Dick's Sporting Goods Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$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 11, 2025
(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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR
As further described below in Item 5.07 of this Current Report on Form 8-K (“Form 8-K”), at the 2025 annual meeting of stockholders (the “Annual Meeting”) of DICK'S Sporting Goods, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to increase the number of authorized shares of common stock and Class B common stock. The Company's Board of Directors (the "Board") previously approved the Charter Amendment, subject to stockholder approval at the Annual Meeting. On June 11, 2025, the Company filed a Charter Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing description is a summary only, and is qualified in its 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
(a) The Annual Meeting was held on June 11, 2025.
(b) Five (5) proposals were submitted by the Company's 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 2026, 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 2025 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025; (iv) approved the amendment to the Company's Charter to increase the number of authorized shares of common stock and class B common stock; and (v) did not approve a stockholder proposal requesting that the Company conduct an evaluation and issue a report with respect to affirmative action initiatives that impact the Company's risk related to actual and perceived discrimination.
The Company’s stockholders (i) elected each of the Board’s twelve (12) nominees for Director for terms that expire in 2026, 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 2025 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025; (iv) approved the amendment to the Company's Charter to increase the number of authorized shares of common stock and class B common stock; and (v) did not approve a stockholder proposal requesting that the Company conduct an evaluation and issue a report with respect to affirmative action initiatives that impact the Company's risk related to actual and perceived discrimination.
Proposal No. 1- Election of Directors
| Nominee | For | Withheld | Broker Non-Vote | |||||||||||||||||
| Mark J. Barrenechea | 269,839,732 | 1,495,206 | 6,507,478 | |||||||||||||||||
| Emanuel Chirico | 267,877,646 | 3,457,292 | 6,507,478 | |||||||||||||||||
| William J. Colombo | 258,766,772 | 12,568,166 | 6,507,478 | |||||||||||||||||
| Robert W. Eddy | 261,304,216 | 10,030,722 | 6,507,478 | |||||||||||||||||
| Anne Fink | 253,309,660 | 18,025,278 | 6,507,478 | |||||||||||||||||
| Larry Fitzgerald, Jr. | 261,302,141 | 10,032,797 | 6,507,478 | |||||||||||||||||
| Lauren R. Hobart | 270,472,577 | 862,361 | 6,507,478 | |||||||||||||||||
| Sandeep Mathrani | 270,860,615 | 474,323 | 6,507,478 | |||||||||||||||||
| Desiree Ralls-Morrison | 270,873,772 | 461,166 | 6,507,478 | |||||||||||||||||
| Lawrence J. Schorr | 258,664,960 | 12,669,978 | 6,507,478 | |||||||||||||||||
| Edward W. Stack | 269,665,377 | 1,669,561 | 6,507,478 | |||||||||||||||||
| Larry D. Stone | 258,473,443 | 12,861,495 | 6,507,478 | |||||||||||||||||
Proposal No. 2 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, as disclosed in the Company's 2025 Proxy Statement
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 268,190,052 | 3,051,456 | 93,430 | 6,507,478 | |||||||||||||||||
Proposal No. 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2025
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 275,610,230 | 2,197,373 | 34,813 | — | |||||||||||||||||
Proposal No. 4 - Approval of an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock and Class B Common Stock.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 238,061,813 | 39,719,997 | 60,606 | — | |||||||||||||||||
Proposal No. 5 - Stockholder Proposal - Affirmative Action Risks Report.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 533,325 | 270,516,025 | 285,588 | 6,507,478 | |||||||||||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description | |||||||
| Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended | ||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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, 2025 | By: | /s/ NAVDEEP GUPTA | ||||||
| Name: | Navdeep Gupta | |||||||
| Title: | Executive Vice President - Chief Financial Officer | |||||||
Exhibit Index
| Exhibit No. | Description | |||||||
| Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||