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Date of report (Date of earliest event reported):  June 10, 2026

 

(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 2026 annual meeting of stockholders (the “Annual Meeting”) of DICK'S Sporting Goods, Inc. (the “Company”) was held on June 10, 2026.

 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS			4
SIGNATURE			5

(b)  Four (4) 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 eleven (11) nominees for Director for terms that expire in 2027, 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 2026 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (iv) did not approve a stockholder proposal requesting that the Company issue a report describing the Company’s women’s rights related business risk and decision framework.

Proposal No. 1- Election of Directors

Nominee						For						Withheld						Broker Non-Vote
Mark J. Barrenechea						281,692,506						1,907,391						5,021,189
Emanuel Chirico						280,316,661						3,283,236						5,021,189
William J. Colombo						270,561,253						13,038,644						5,021,189
Robert W. Eddy						271,802,875						11,797,022						5,021,189
Anne Fink						267,900,358						15,699,539						5,021,189
Larry Fitzgerald, Jr.						272,477,931						11,121,966						5,021,189
Lauren R. Hobart						282,592,577						1,007,320						5,021,189
Sandeep Mathrani						282,457,729						1,142,168						5,021,189
Desiree Ralls-Morrison						283,210,164						389,733						5,021,189
Lawrence J. Schorr						270,530,309						13,069,588						5,021,189
Edward W. Stack						272,833,779						10,766,118						5,021,189

Proposal No. 2 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, as disclosed in the Company's 2026 Proxy Statement

For						Against						Abstain						Broker Non-Vote
280,925,384						2,544,487						130,026						5,021,189

Proposal No. 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2026

For						Against						Abstain						Broker Non-Vote
286,986,978						1,550,740						83,368						—

Proposal No. 4 - Stockholder Proposal - Request for Report on Women's Rights Related Business Risk and Decision Framework.

 

(d)  Exhibits.

 

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 hereunto duly authorized.

 

 

			DICK'S SPORTING GOODS, INC.
Date: June 12, 2026			By:			/s/ NAVDEEP GUPTA
			Name:			Navdeep Gupta
			Title:			Executive Vice President - Chief Financial Officer

 

 

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)