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0001089063false01/3100010890632025-06-112025-06-11

 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
 
DICK'S SPORTING GOODS, INC.
(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.)

345 Court Street, Coraopolis, PA 15108
(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:

☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value DKS The 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 ☐

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.

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)


EX-3.1 2 exhibit31-certofamendment6.htm EX-3.1 Document
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
DICK’S SPORTING GOODS, INC.

Dick’s Sporting Goods, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors (the “Board”) of the Corporation held on March 26, 2025, resolutions were duly adopted by the Board setting forth a proposed amendment to Section 4.1 of Article “THIRD” of the Amended and Restated Certificate of Incorporation of said corporation, as amended (the “Charter”), so that, as amended, said Section 4.1 of said Article THIRD shall be and read as set forth below (the “Charter Amendment”):

“4.1. Authorized Capital Stock. The total number of shares of stock that the Corporation shall have the authority to issue is 1.205 billion (1,205,000,000) shares, consisting of (a) five million (5,000,000) shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided (b) 1 billion (1,000,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”) and (c) 200 million (200,000,000) shares of Class B Common Stock, par value $.01 per share (the “Class B Common Stock”). The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of the General Corporation Law or any corresponding provision hereinafter enacted.”

with the Board declaring said Charter Amendment to be advisable and directing that the Charter Amendment be presented to the stockholders of the Corporation at the 2025 annual meeting of stockholders, along with the Board’s recommendation that the stockholders vote in favor of said Charter Amendment.

SECOND: That thereafter, pursuant to resolution of its Board, such Charter Amendment has been consented to and authorized by a majority of the voting power of the stock of the Corporation, entitled to vote thereon at its 2025 annual meeting of stockholders on June 11, 2025.

THIRD: That the aforesaid Charter Amendment was duly adopted in accordance with applicable provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware.




IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 11th day of June, 2025.

                        DICK’S SPORTING GOODS, INC.


By: /s/ Elizabeth H. Baran____
Name: Elizabeth Baran
Title: Senior Vice President and General
Counsel
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