Document

DEF 14A 1 a2022proxystatement.htm DEF 14A HIBB 2022 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Hibbett, Inc.

_________________________________________________________________________________

(Name of Registrant as Specified in its Charter)

_________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

____________________________________________________________________________________________

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______________________________________________

Notice of Annual Meeting

and

Proxy Statement

______________________________________________

2022 Annual Meeting of Stockholders

Wednesday, May 25, 2022 at 11:00 a.m. (Central Time)

Location: Virtually via the Internet at www.meetingnow.global/M5J7YJH

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2700 Milan Court, Birmingham, Alabama 35211

April 15, 2022

Dear Fellow Stockholders:

On behalf of the Board of Directors and the management of Hibbett, Inc., it is my pleasure to invite you to the 2022 Annual Meeting of Stockholders. The Annual Meeting will be held on May 25, 2022, beginning at 11:00 a.m. (Central Time), via a live webcast at www.meetingnow.global/M5J7YJH, where you will be able to vote electronically and submit questions during the Annual Meeting.

We look forward to discussing our Fiscal 2022 results and other important stockholder matters at our upcoming Annual Meeting. Thanks to solid execution by our entire organization, we reported record financial results for Fiscal 2022. Net sales increased 19.1% to $1.69 billion. Net income was $174.3 million, or $11.19 per diluted share, compared to $74.3 million, or $4.36 per diluted share, in the prior year. I’d like to particularly applaud our team members for their perseverance in navigating the ongoing uncertainty of the COVID-19 pandemic. Continuing to invest in our infrastructure and support our omni-channel growth has allowed us to maintain our competitive advantage as we enter Fiscal 2023.

Our strong financial results have enabled us to invest in growing our business while returning cash to our stockholders through share repurchases and the initiation of a quarterly cash dividend. In total, we returned $278.8 million in cash to stockholders during Fiscal 2022. Looking ahead, we believe the investments we have made in both our brick and mortar and digital platform position us well for long-term growth. We are increasingly engaged with our target consumer and have become the place they turn to for the latest athletic fashion. While we will continue to monitor ongoing supply chain disruptions and the effect of inflation on our customers’ discretionary spending, we are confident we can adapt to optimize results regardless of external factors and remain on-track for long-term growth.

The following pages contain the Notice of Annual Meeting of Stockholders and Proxy Statement, which describes the specific business to be considered and voted upon at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented. The accompanying Proxy Statement explains more about voting.

Thank you for your continued support.

Sincerely,


Michael E. Longo
President and Chief Executive Officer

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2700 Milan Court, Birmingham, Alabama 35211

Notice of 2022 Annual Meeting of Stockholders

To the Stockholders of Hibbett, Inc.:

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Hibbett, Inc., will be held at 11:00 a.m. (Central Time), on Wednesday, May 25, 2022. The Annual Meeting will be held in virtual format and conducted via a live webcast at www.meetingnow.global/M5J7YJH for the purpose of voting on the following matters:

1.To elect three (3) Class II Directors nominated by the board to serve three-year terms ending at the 2025 Annual Meeting of Stockholders;

2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for Fiscal 2023;

3.To approve, by non-binding advisory vote, the compensation of our named executive officers;

4.To approve the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan;

5.To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock from 80,000,000 to 160,000,000;

6.To approve an amendment to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan; and

7.To transact any other business properly brought before the meeting for any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” all the nominees listed in Proposal Number 1 and “FOR” Proposal Numbers 2, 3, 4, 5 and 6. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on April 7, 2022, will be entitled to vote at the Annual Meeting. Please note that brokers may not vote your shares on the election of directors or the advisory vote on executive compensation in absence of your specific instructions as to how to vote.

The Securities and Exchange Commission (SEC) rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to take advantage of these rules and believe that they reduce the cost of delivery, provide

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greater flexibility to our stockholder, and lessen the environmental impact of our Annual Meeting. This Proxy Statement and our Annual Report are available on our website at hibbett.com under “Investor Relations.” Additionally, and in accordance with SEC rules, you may access our proxy materials at www.edocumentview.com/hibb which does not utilize “cookies” that identify visitors to the site.

Whether or not you expect to attend the Annual Meeting via a live webcast at www.meetingnow.global/M5J7YJH, it is important that you vote as soon as possible to ensure that your shares are represented. If you attend the Annual Meeting and wish to change your vote, you can do so by attending and voting at the virtual Annual Meeting.

By Order of the Board of Directors,

Elaine V. Rodgers

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2022: The Company’s Proxy

Statement and Annual Report to stockholders for the fiscal year ended January 29, 2022 are available at hibbett.com under “Investor Relations”.

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						PAGE
Proxy Statement Summary						6

General Information about the Annual Meeting, these Materials and Voting						10

Proposal Number 1 - Election of Directors						16

Our Board of Directors and Corporate Governance Matters						18

Environmental, Social and Governance Initiatives						35

Compensation and Non-Employee Directors						35
Director Compensation Table						35
Equity Plans for Directors						37

Compensation Committee Report						39

Executive Compensation						40
Compensation Discussion and Analysis						40
Summary Compensation Table						55
Grants of Plan-Based Awards Table						63
Outstanding Equity Awards at Fiscal Year End Table						63
Option Exercises and Stock Vested in Fiscal Year 2022						65
Nonqualified Deferred Compensation in Fiscal Year 2022						65
Potential Payments Upon Termination or Change in Control						66
Chief Executive Officer (CEO) Pay Ratio Disclosure						71

Security Ownership of Certain Beneficial Owners and Management						72

Delinquent Section 16(a) Reports, Related Person Transactions and Legal Proceedings						75

Audit Matters						76
Audit Committee Report						76
Fees Paid to Independent Registered Public Accountant						77
Policy on Pre-Approval of Audit and Permissible Non-Audit Services						78

Proposal Number 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm						79

Proposal Number 3 - Approval of Executive Compensation						80

Proposal Number 4 - Approval of the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan						81

Proposal Number 5 - Approval of an Amendment to our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 80,000,000 to 160,000,000						89

Proposal Number 6 - Approval of an Amendment to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan						92

Other Business						95

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PROXY STATEMENT SUMMARY

____________________

The Board of Directors (the “Board”) of Hibbett, Inc. (the “Company”) is soliciting your proxy to vote at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournment or postponement of the Annual Meeting. To assist you in your review of this proxy statement (the “Proxy Statement”), we have provided a summary of certain information relating to the items to be voted on at the Annual Meeting in this section. For additional information about these topics, please review this Proxy Statement in full and the Company’s Annual Report on Form 10-K for Fiscal 2022, which was filed with the Securities and Exchange Commission (SEC) on March 25, 2022 (the “Annual Report”).

We operate on a 52- or 53-week fiscal year ending on the Saturday nearest to January 31 of each year. The consolidated statements of operations for Fiscal 2022, Fiscal 2021 and Fiscal 2020 all included 52 weeks of operations.

This Proxy Statement and the form of proxy were made available to stockholders on or about April 15, 2022. The Annual Report is being made available with this Proxy Statement. The Annual Report is not part of the proxy solicitation materials.

Fiscal 2022 Business Performance

Key Financial Results

Net Sales

Net sales increased $271.5 million, or 19.1%, to $1.69 billion in Fiscal 2022 from $1.42 billion in Fiscal 2021 and comparable store sales for Fiscal 2022 increased 17.4% compared to Fiscal 2021.

Gross Margin

Gross margin was $646.4 million, or 38.2% of net sales, for Fiscal 2022 compared to $504.5 million, or 35.5% of net sales, for Fiscal 2021. Excluding adjustments to our non-cash inventory reserves in Fiscal 2021, gross margin of $646.4 million, or 38.2% of net sales, for Fiscal 2022 is comparable to the adjusted gross margin of $507.5 million, or 35.8% of net sales, for Fiscal 2021. (See Appendix A for a reconciliation of non-GAAP measures.)

SG&A

Store operating, selling and administrative (“SG&A”) expenses, including goodwill impairment in the prior year, were $382.4 million, or 22.6% of net sales, for Fiscal 2022 compared to $376.5 million, or 26.5% of net sales, for Fiscal 2021. Excluding certain City Gear acquisition and integration expenses and pandemic related impairment and valuation costs that occurred in Fiscal 2021, SG&A expenses of $382.4 million, or 22.6% of net sales, for Fiscal 2022 compared with adjusted SG&A expenses of $336.5 million, or 23.7% of net sales, for Fiscal 2021. (See Appendix A for a reconciliation of non-GAAP measures.)

Net Income

Net income for Fiscal 2022 was $174.3 million ($11.19 per diluted share) compared to $74.3 million ($4.36 per diluted share) for Fiscal 2021, prior to adjustment related to the pandemic and the acquisition of City Gear. As there were no adjustments in Fiscal 2022, net income of $174.3 million ($11.19 per diluted share) for Fiscal 2022 compared to adjusted net income of $104.3 million ($6.12 per diluted share) for Fiscal 2021. (See Appendix A for a reconciliation of non-GAAP measures.)

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E-Commerce

E-commerce sales decreased 1.6% and represented 13.8% of total net sales in Fiscal 2022 compared to 16.7% of total net sales in Fiscal 2021.

Fiscal 2022 Named Executive Officers

The Compensation Discussion and Analysis included in this Proxy Statement focuses on the compensation of our named executive officers (our “NEOs”) for Fiscal 2022, who are listed below:


Named Executive Officer						Title
Michael E. Longo						President and Chief Executive Officer
Robert J. Volke						Senior Vice President and Chief Financial Officer
Jared S. Briskin						Executive Vice President, Merchandising
William G. Quinn						Senior Vice President, Marketing and Digital
Ronald P. Blahnik						Senior Vice President, Chief Information Officer

Fiscal 2022 Compensation Highlights

The Compensation Committee believes that a majority of the total compensation opportunity for executives should be variable or at risk with the majority allocated to cash bonuses and equity awards that are contingent on the achievement of predetermined performance measures in order to align compensation with the interests of stockholders. Performance measures for management are based on Company-wide targets.

The primary objectives of our executive compensation program in Fiscal 2022 were to provide compensation that:

•attracts and retains highly qualified executive officers and motivates them to deliver a consistently high level of performance;

•aligns the economic interests of our executive officers with those of our stockholders by placing a portion of their compensation at risk through performance goals that, if achieved, are expected to increase total stockholder return;

•rewards performance that emphasizes teamwork among executive officers that supports healthy Company growth and supports the Company’s values by promoting a culture of integrity, business ethics and customer service; and

•rewards execution of short-term and long-term strategic initiatives.

We believe the compensation earned by our NEOs reflect our financial results in Fiscal 2022, particularly their variable or at risk compensation. The performance and pay results are strong indicators that our business strategy and compensation philosophies are appropriately synchronized.

In Fiscal 2022, the Compensation Committee structured the total compensation program for executives to consist of:

•base salary,

•performance-based cash bonus,

•performance-based equity awards,

•service-based equity awards, and

•certain other benefits discussed in more detail later in this Proxy Statement.

Our compensation philosophy has been consistent over the last several years with the exception of Fiscal 2021 as discussed later in this Proxy Statement.

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Board Governance Summary

We believe good corporate governance practices begin with a diverse, highly qualified and engaged Board. In the last five years, we have added five new directors, excluding our CEO, resulting in a Board with broad skill sets and backgrounds. Board refreshment and effectiveness is a product of consistent and thorough Board and Committee self-assessment processes, which includes anonymous and confidential feedback on topics such as the effectiveness of Board/Committee materials, Board/Committee composition and structure and Board meeting conduct and culture.

We recognize the strategic importance of Board diversity and strive to achieve an overall balance of diversity of perspectives, backgrounds and experiences relevant to our overall strategic philosophy when selecting Board nominees. By viewing diversity broadly, it allows us to factor criteria such as areas of functional, leadership and job experiences and educational background with intangible factors such as integrity, judgment and the ability of the nominee to devote adequate time to our Board over a sustained period. We continually assess our composition to be sure we have the right diversity of thought, experience, attributes and background to support our long-term strategic initiatives.


GOVERNANCE HIGHLIGHTS
Board Independence	▪	All of our Directors, except for our CEO, are independent, which includes an independent Chairman of the Board and Committees comprised entirely of independent Directors.

	▪	Our independent Directors have an opportunity to meet in executive session at each meeting and do so on a regular basis.

Director Elections	▪	The affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the Annual Meeting and entitled to vote is required for the election of each Director.

Board and Committee Meetings	▪	Each of our Directors averaged greater than 90% attendance of all Board meetings and applicable Committee meetings.

Board and Committee Evaluations	▪	The Board and each Committee conduct a comprehensive self-evaluation each year to identify potential areas of improvement.

Corporate Strategy	▪	At least once per year, the Board and management engage in an in-depth discussion and align on the Company’s long-term corporate strategy. The strategy is revisited regularly during Board and Committee meetings.

	▪	In addition, the Board utilizes a strategy sub-committee that meets as needed with areas of management.
Succession Planning	▪	The Board reviews and discusses succession plans for executives and key contributors at least annually.

Environmental, Social and Governance Initiatives	▪	We recognize the importance of environmental, social and governance (ESG) issues and strive to be a responsible corporate citizen by promoting business practices that benefit all of our stakeholders.

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Proposals to be Voted on and Voting Recommendations


Proposal	Voting Recommendation	Page Reference (for more detail)
Election of Class II Directors (Proposal Number 1)	FOR	16
Ratification of Ernst & Young LLP (E&Y) as the Company’s independent registered public accounting firm for Fiscal 2023 (Proposal Number 2)	FOR	79
Advisory vote to approve executive compensation (say-on-pay) (Proposal Number 3)	FOR	80
Approval of the Hibbett, Inc. Amended and Restated Non-Employee Director Equity Plan (Proposal Number 4)	FOR	81
Approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock from 80,000,000 to 160,000,000 (Proposal Number 5)	FOR	89
Approval of an amendment to the Hibbett, Inc. 2016 Executive Officer Cash Bonus Plan (Proposal Number 6)	FOR	92

Director Nominees

The following table provides summary information about our Class II Director nominees. The Class II Directors will be elected to each serve a three-year term that will expire at the Company’s 2025 Annual Meeting of Stockholders.

Nominee

Age

Director
Since

Select
Professional
Experience

Independent

Current
Board
Committees

Select Skills/
Qualifications

Ramesh Chikkala

N/A

Mr. Chikkala is currently a corporate advisor and previously worked for Walmart, Inc. from 2006 to 2019 in areas of increasing responsibility with his most recent role as Senior Vice President, International Supply Chain (Omnichannel) and Food Manufacturing from 2013 to 2019. He served as Senior Vice President, Information Technology, from 2006 through 2013. Prior to Wal-Mart, Mr. Chikkala worked in various management roles with Family Dollar Stores, Gap, Inc. and Food Lion.

Yes

N/A

Mr. Chikkala’s past experience in supply chain operations and information technology with publicly-traded companies brings significant expertise to our Board in supply chain management and strategic planning.

Karen S. Etzkorn

2016

Ms. Etzkorn has served as Chief Information Officer (CIO) and Executive Vice President at HSNi since January 2013 and was appointed the role of CIO at Qurate Retail Group (QVC Group - HSNi’s parent company) in December 2017. Prior to that time, she served as Senior Vice President and CIO at Ascena Retail, Inc. and Tween Brands, Inc. from January 2008 to September 2012. In addition, she has held senior positions at retailers including The Home Depot, Williams-Sonoma, Gap, Inc. and Limited, Inc.

Yes

Audit

Compensation

Ms. Etzkorn’s skill set provides a unique knowledge base to our Board by offering strong technology expertise combined with overall retail understanding.

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Nominee

Age

Director
Since

Select
Professional
Experience

Independent

Current
Board
Committees

Select Skills/
Qualifications

Linda Hubbard

2021

Ms. Hubbard is President and Chief Operating Officer of Carhartt, Inc., and has served in her current role since 2013. She joined Carhartt in 2002 and has also served as their Chief Financial Officer. Prior to joining Carhartt, Ms. Hubbard was an audit partner at Plante Moran. In addition, Ms. Hubbard has served on the Board of Directors of the Federal Reserve Bank of Chicago/Detroit Branch in Detroit, Michigan since 2017 and her term expires in 2022. Ms. Hubbard is a certified public accountant and qualifies as an “audit committee financial expert.”

Yes

Audit

Ms. Hubbard’s broad skill set brings the vendor’s perspective to our Company’s retail experience, as well as strong sourcing and logistic disciplines. Her work on the Board of the Federal Reserve Bank brings a different business and geographic perspective to our Board.

Forward-Looking Statements

This Proxy Statement, including the CEO letter to fellow stockholders, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include any statement that does not directly relate to any historical or current fact and are based on current expectations and assumptions, which may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. The Company describes risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its Forms 10-K and 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING, THESE MATERIALS AND VOTING

What is included in these proxy materials? These materials include the Notice of Annual Meeting and Proxy Statement (the “Notice”) and the Annual Report, which contains the Company’s consolidated financial statements.

Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials? We are furnishing proxy materials to our stockholders primarily over the Internet under the SEC’s notice and access rules instead of mailing full sets of the printed materials. We believe that these rules reduce the costs of delivery, provide greater flexibility to our stockholders and lessen the environmental impact of our Annual Meeting. On or about April 15, 2022, we started mailing a Notice of Internet Availability of Proxy Materials (the “Hibbett Notice”) to most of our stockholders in the United States. The Hibbett Notice contains instructions on how to access and read this Proxy Statement and our Annual Report on the Internet and how to vote online. If you received a Hibbett Notice by mail, you will not receive paper copies of the proxy materials in the mail, unless you request them. If you received a Hibbett Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Hibbett Notice for requesting the materials, and we will promptly mail the materials to you.

How can I attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. You are entitled to attend the Annual Meeting only if you were a stockholder of the Company as of the close of business on April 7, 2022, or if you hold a valid proxy for the Annual Meeting. You will be able to attend the Annual Meeting online and will be afforded the same rights and opportunities to vote, ask questions and participate as you would at an in-person annual meeting. In particular, you can submit questions in advance of, or live during the Annual Meeting by visiting

SEC Form DEF 14A filed by Hibbett Inc.