0001089063false00010890632024-06-122024-06-12

 

Date of report (Date of earliest event reported):  June 12, 2024

 

(Exact Name of Registrant as Specified in Charter)

Delaware			001-31463			16-1241537
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

 

(Registrant's Telephone Number, Including Area Code)

 

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 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 (a) The Annual Meeting was held on June 12, 2024.

 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			2
SIGNATURE			4

(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.

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.

 

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