8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) April 26, 2019

Hibbett Sports, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware	000-20969	20-8159608
(State of Incorporation)	(Commission	(IRS Employer
	File Number)	Identification No.)

2700 Milan Court

Birmingham, Alabama  35211

(Address of principal executive offices)

(205) 942-4292

(Registrant’s telephone number, including area code)

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).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.  ☐

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Hibbett Sports, Inc. (the “Company”) has appointed Christine E. Skold, a Certified Public Accountant, consultant and former executive of Tractor Supply Company, as Interim Chief Financial Officer of the Company, effective April 26, 2019. The appointment of Ms. Skold follows the departure of Scott J. Bowman, Senior Vice President and Chief Financial Officer of the Company, on April 26, 2019, pursuant to his previously announced resignation from the Company. The Board of Directors has initiated a search for a permanent replacement for Mr. Bowman.

Ms. Skold, age 48, currently provides services as a consultant to companies that have interim project needs.  Previously, Ms. Skold served for fifteen years in various capacities of increasing responsibility with Tractor Supply Company, a large publicly-held rural lifestyle retailer in the United States. She most recently served as the Vice President, Investor Relations and Corporate Communications of Tractor Supply Company from September 2014 to December 2017, and previously served as its Vice President, Strategy, Continuous Improvement and Investor Relations from February 2012 to September 2014.  Prior to that time, she served as Vice President, Internal Audit and Continuous Improvement of Tractor Supply Company from February 2009 to February 2012, and in various accounting roles, including Director of Accounting from 2006 to 2009; Director of Planning and Reporting from 2004 to 2006; and Assistant Controller from 2002 to 2004.  Prior to joining Tractor Supply Company, Ms. Skold served as Assistant Corporate Controller at Moll Industries, a multinational manufacturing company, and began her career at Arthur Andersen, LLP, where she was employed as an accountant in various capacities from 1994 to 2002.

Hibbett Sporting Goods, Inc., the wholly-owned operating subsidiary of the Company (“Hibbett Sporting Goods”), and Ms. Skold have entered into a Consulting Agreement, dated April 15, 2019, providing for certain consulting services to be provided by Ms. Skold to Hibbett Sporting Goods and the Company.  The initial term of the Consulting Agreement is for the three month period from April 15, 2019 through July 12, 2019 (the “Term”), subject to extension by mutual agreement of the parties. Either party may terminate the Consulting Agreement by providing thirty days written notice to the other party.

From April 15, 2019 until her appointment as Interim Chief Financial Officer, Ms. Skold provided services to Hibbett Sporting Goods relating to internal control, accounting, compliance and budgeting.  As of April 26, 2019, Ms. Skold’s consulting services will be focused on her role as Interim Chief Financial Officer of the Company.  As compensation for the two facets of Ms. Skold’s services, the Consulting Agreement provides for payment by the Company of $7,600 per week during the Term, and $8,400 per week upon any extension of the Term.  She will also receive $300 per week as a travel allowance and Company-paid hotel or apartment accommodations. In addition, the Company will reimburse Ms. Skold for reasonable business expenses incurred in the performance of her duties.  In the event the Consulting Agreement is terminated by the Company prior to the expiration of the initial Term, Ms. Skold is entitled to receive compensation through the end of the Term, unless the Company terminates the Consulting Agreement for “cause” (as defined in the agreement).

The foregoing summary of the Consulting Agreement between Hibbett Sporting Goods and Ms. Skold is not intended to be complete and is qualified in its entirety by reference to the copy of the Consulting Agreement attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

There are no transactions between Ms. Skold and the Company that would be reportable under Item 404(a) of Regulation S-K.  There also are no family relationships between Ms. Skold and any director or executive officer of the Company.

Item 7.01.  Regulation FD Disclosures.

A copy of the press release regarding the events described in Item 5.02 above is being furnished as Exhibit 99.1 to this Form 8-K.  The press release also announces that William Quinn, Vice President of Digital Commerce, and Ronald Blahnik, Vice President and Chief Information Officer, were promoted by the Company to Senior Vice President roles effective April 26, 2019.  Messrs. Quinn and Blahnik also have been designated as executive officers of the Company by the Board of Directors.

The information in this Item, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.  It may be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

10.1 Consulting Agreement between Hibbett Sporting Goods, Inc. and Christine E. Skold, dated April 15, 2019.

99.1 Press Release dated April 26, 2019.

SIGNATURES

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.

HIBBETT SPORTS, INC.
By:	/s/ David M. Benck
	David M. Benck
	Vice President and General Counsel

April 26, 2019

Exhibit Index

Exhibit No.Description

10.1 Consulting Agreement between Hibbett Sporting Goods, Inc. and Christine E. Skold, dated April 15, 2019.

99.1 Press Release dated April 26, 2019.

EX-10.1

EXHIBIT 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made as of April 15, 2019, by and among Hibbett Sporting Goods, Inc. (the “Company”), and Christine Skold (“Consultant”).

WHEREAS, Consultant possesses certain valuable knowledge, professional skills and expertise, and the Company desires to have the benefit of Consultant’s service as a consultant to the Company and its affiliates; and

WHEREAS, Company is the wholly-owned operating subsidiary of Hibbett Sports, Inc., a Delaware corporation publicly traded on the Nasdaq Exchange (the “Parent”); and

WHEREAS, it is the desire of the Company and Consultant to have Consultant serve as an independent contractor in an outside consulting capacity to the Company and to the Parent pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:

Section 1.Services; Term.

(a)The parties agree that Consultant shall serve as an independent contractor in an outside consulting capacity to the Company for a period beginning on April 15, 2019 and continuing until July 12, 2019 (the “Term”) providing services relating to internal control, accounting, compliance, and budgeting. Beginning effective as of the Board’s appointment, Consultant will serve in the role of Interim Chief Financial Officer of the Company and the Parent, with the duties and authority of the position as reflected in Schedule A hereto, and shall perform such other services as are reasonably requested of her by the Board of Directors of the Parent (the “Board”). Consultant agrees to report directly to the Chief Executive Officer and, as requested, to the Board.

(b)The parties’ expectation is that Consultant would generally drive to Birmingham Monday mornings and leave early Thursdays afternoons, working from home on Fridays and weekends as necessary. The parties acknowledge that Consultant will not work June 17–28, 2019. Compensation will not be provided during the exception periods.

(c)The parties may mutually agree in writing to extend the Term, but at the higher compensation noted below.

Section 2.Compensation.

(a)As compensation for the services to be rendered by Consultant in accordance with Section 1(a), Consultant shall receive an amount equal to $7,600 per week during the initial Term; provided that such amount shall increase to $8,400 per week upon any extension of the Term.

(b)Consultant shall receive $300 per week travel allowance to cover transportation expenses from her home to the office and vice versa, whether rental car, gas, mileage, etc. Company will arrange for and provide, at Company’s choice, hotel or furnished apartment accommodations for Consultant during the Term.

(c)The Company shall reimburse Consultant for reasonable business expenses incurred by Consultant in performance of Consultant’s duties hereunder; provided, however, that reimbursement of any individual expenses in excess of $500 shall be subject to prior approval by the Chief Executive Officer. In order to receive reimbursement for the expenses outlined herein, Consultant, where appropriate, shall submit timely records and receipts of said expenses.

Section 3.Termination. During the Term or any extension thereof, either party may terminate Consultant’s consulting services under this Agreement by providing thirty (30) days written notice to the other party. Provided the Board confirms Consultant’s appointment as Interim CFO, then in the event the initial Term is terminated early by Company, Consultant shall be entitled to the stated compensation through the end of the initial Term. In addition, the Company or Parent may terminate this Agreement for Cause at any time, without obligation to make any compensation payments beyond the date of termination. As used in this Agreement, “Cause” shall mean (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of Consultant’s engagement; (ii) intentional damage to company’s assets; (iii) intentional disclosure of Confidential Information contrary to Company policies; (iv) breach of Consultant’s obligations under this agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Consultant’s duty of loyalty or of Consultant’s obligations under this Agreement; (vi) material breach of any of the Company’s policies; (vii) failure to substantially perform Consultant’s duties for the Company (other than as a result of incapacity due to physical or mental illness); or (viii) conduct by you that is demonstrably and materially injurious to the Company or the Parent, monetarily or otherwise.

Section 4.Consultant as Independent Contractor. The Company, the Parent and Consultant agree that Consultant shall furnish services as an independent contractor and not as an employee of the Company or Parent. Except as specifically provided for in this Agreement or another writing signed by the Chief Executive Officer, Consultant has no power or authority to act for, represent, or bind the Company or the Parent in any matter, including but not limited to, entering into contracts or agreements. Consultant acknowledges that, as an independent contractor, the compensation that she receives shall not be considered “wages” for purposes of income tax withholding, FICA, and unemployment taxes. Consultant further acknowledges that she is solely responsible for any tax liability arising from payments made under this Agreement, and she agrees to indemnify the Company and the Parent from any and all liability that may be assessed against the Company or the Parent for her failure to pay taxes on such compensation.

Section 5.Confidentiality; Non-Solicitation.

(a)During the Term of this Agreement and all times thereafter, Consultant shall not disclose, communicate or divulge to any third party, or use, or permit others to use, any Confidential Information of the Company or the Parent. For purposes of this Agreement, “Confidential Information” shall mean all information disclosed to Consultant, or known to Consultant as a consequence of or through Consultant’s engagement with the Company or the Parent, where such information is not generally known by the public or was regarded or treated as proprietary by the Company or the Parent, such information shall include, but shall not be limited to, information concerning the trade secrets, business operations, business records, financial information, marketing plans, marketing efforts, employee information, vendor lists, customer services, or other customer information of the Company, the Parent and their affiliates.

(b)Consultant shall not, directly or indirectly, during the term of this Agreement and for one (1) year after termination of this Agreement, actively solicit for employment any person who is employed by Company or Parent at the time of such solicitation.

(c)At the termination of Consultant’s engagement hereunder or at any other time the Company may request, Consultant shall promptly deliver to the Company all property of the Company or Parent, including but not limited to, Confidential Information.

Section 6.Remedies. Consultant acknowledges that the Company shall be entitled to recover from Consultant all costs and expenses, including but not limited to, reasonable attorney’s fees and court costs incurred by Company as a result of or arising out of any breach of threatened breach under or pursuant to this Agreement, and such other rights and remedies as Company may have at law or in equity.

Section 7.Reserved.

Section 8.Invalid Provisions. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be valid and enforceable to the fullest extent permitted by law without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.Assignment. This Agreement is personal and Consultant shall not have the right to transfer or assign any or all of her rights or interest hereunder.

Section 10.Binding Effect. This Agreement shall be binding upon and inure to the benefit of Consultant (and her personal representative), the Company, the Parent and any successor organization or organizations which shall succeed to substantially all of the business and property of the Company or the Parent, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or the Parent or otherwise, including by operation of law.

Section 11.Governing Law. This Agreement and the rights and liabilities of the parties to the Agreement will be construed, interpreted and governed in accordance with the laws of the State of Alabama, without regard to principles of conflicts of laws, and any dispute arising out of this relationship or this agreement shall be resolved in the courts of Jefferson County, Alabama, or the Northern District of Alabama.

Section 12.Facsimile.  A signature on a copy of this Agreement received by either party by facsimile or email is binding upon the signing party as an original.  Both parties agree that a photocopy of such facsimile or email may also be treated by the parties as a duplicate original.

Section 13.Entire Agreement.  This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communication and agreements, whether oral or written, between the parties relating thereto.

Section 14.Captions. The captions used in this Agreement are intended for descriptive and reference purposes only and are not intended to affect the meaning of any Section hereunder.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

HIBBETT	CONSULTANT
Hibbett Sporting Goods, Inc.	/s/ Christine Skold
By:  /s/ Jeff Rosenthal
Name:  Jeff Rosenthal
Title:  CEO

Schedule A

Duties and Authority

The Consultant shall serve as the interim Chief Financial Officer of Hibbett Sports, Inc. and Hibbett Sporting Goods, Inc. and, as requested, their affiliates and subsidiaries and shall have general supervision, direction and control of the financial affairs of the Company and Parent and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to her by the Board of Directors or the Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

Consultant is responsible for all aspects of financial and fiscal management and reporting, and shall provide leadership and coordination of the internal control, accounting, compliance, and budgeting efforts of Parent and the Company.

In addition, Consultant will have the following reporting and compliance duties and responsibilities as “principal financial officer” and “principal accounting officer” under the Securities Exchange Act of 1934 (Exchange Act) and applicable rules of the Securities and Exchange Commission (SEC), to the extent applicable or arising during the Term:

•together with the CEO, establish and maintain (i) disclosure controls and procedures designed to ensure that material information relating to the Parent is made known to the CEO and Consultant (disclosure controls) and (ii) internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of GAAP financial statements (ICFR);

•make required evaluations and disclosures in the Parent’s SEC filings relating to the effectiveness of, and changes in, disclosure controls and ICFR;

•disclose to the Parent’s independent auditors and the audit committee of the board of directors (a) all ICFR significant deficiencies and material weaknesses, and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s ICFR;

•review the Parent’s annual and quarterly reports prior to filing with the SEC to determine, based on Consultant’s knowledge, that (a) the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading, and (b) the financial statements and other financial information included in the report fairly present in all material respects the financial condition, results of operations and cash flows of the Parent;

•provide required certifications for filing with the SEC as exhibits to the Parent’s annual and quarterly reports with respect to each of the duties described above;

•sign the Parent’s annual and quarterly reports filed with the SEC as principal financial officer and, where applicable, principal accounting officer of the Parent; and

•file required reports on Form 3, 4 and 5 under Section 16 of the Exchange Act.

In addition, Consultant may be asked to review the Parent’s current reports on Form 8-K prior to filing with the SEC.

END OF EXHIBIT 10.1

EX-99.1

EXHIBIT 99.1

Contact:	Christine Skold
	Interim Chief Financial Officer
	(205) 942-4292

HIBBETT ANNOUNCES APPOINTMENT OF INTERIM CHIEF FINANCIAL OFFICER

AND SENIOR MANAGEMENT PROMOTIONS

BIRMINGHAM, Ala. (April 26, 2019) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), an athletic specialty retailer, announced today that Christine Skold is temporarily joining the Company as Interim Chief Financial Officer effective April 26, 2019, succeeding Scott Bowman, whose resignation was announced on April 5, 2019.  Ms. Skold will oversee the Company's financial operations on an interim basis, while the Company conducts a formal search for a replacement.

Ms. Skold served 15 years with retail company Tractor Supply Company, holding several progressive positions in accounting.  She additionally held the positions of Vice President Internal Audit and Vice President Strategy and Continuous Improvement, with her final position at Tractor Supply Company being Vice President, Investor Relations and Corporate Communications.   Previously, Ms. Skold was Assistant Controller at Moll Industries and worked eight years at Arthur Andersen, LLP.  Ms. Skold graduated from Tennessee Technological University with a Bachelor of Science in Accounting and is an active CPA in the State of Tennessee.

Jeff Rosenthal, President and Chief Executive Officer, stated, "We welcome Christine's extensive retail experience and guidance as we begin our search for a permanent Chief Financial Officer. Her knowledge and contributions will be a valuable addition to our senior leadership team as we continue to drive initiatives that are in the best interests of our customers and shareholders."

Additionally, the Company announced that Bill Quinn, Vice President of Digital Commerce, and Ron Blahnik, Vice President and Chief Information Officer, were promoted to Senior Vice President roles effective April 26, 2019.  Mr. Quinn joined the Company in March 2016 as Vice President of Digital Commerce.  Mr. Blahnik joined the Company in November 2016 as Vice President and Chief Information Officer.

Mr. Rosenthal further stated, "Both Bill and Ron have been instrumental in building our omni-channel capabilities and growing our strategic alignment and project management capabilities.  We have made great progress in our initiative to create a seamless shopping experience for our customers, whether it is in our stores, on the web, or through a mobile device.  I am pleased to announce these promotions as Bill and Ron continue to develop new functionality that we believe will drive efficiencies and continue to make us more competitive and relevant to our customers in the future."

Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with more than 1,100 stores under the Hibbett Sports and City Gear banners, primarily located in small and mid-sized communities. Founded in 1945, Hibbett has a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and equipment from top brands like Nike, Jordan, Adidas, and Under Armour. Consumers can browse styles, find new releases, shop looks and make purchases online or in their nearest store by visiting www.hibbett.com or www.citygear.com. Follow us @hibbettsports and @citygear.

A WARNING ABOUT FORWARD LOOKING STATEMENTS:  Certain matters discussed in this press release are "forward looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995.  Forward looking statements address future events, developments or results and typically use words such as "believe," "anticipate," "expect," "intend," "plan," "forecast," "guidance," "outlook," "estimate," "continue," "will," "may," "could," "possible," "potential" or other similar words, phrases or expressions. For example, our forward-looking statements include statements regarding the role and expected tenure of our Interim Chief Financial Officer, our search for a permanent Chief Financial Officer and our expectations regarding the development of new omni-channel functionality or capabilities.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including economic conditions, industry trends, merchandise trends, vendor relationships, customer demand, and competition.  For a discussion of these factors, as well as others which could affect our business, you should carefully review our Annual Report and other reports filed from time to time with the Securities and Exchange Commission, including the "Risk Factors," "Business" and "MD&A" sections in our Annual Report on Form 10-K filed on April 18, 2019.  In light of these risks and uncertainties, the future events, developments or results described by our forward-looking statements in this document could be materially and adversely different from those we discuss or imply.  We are not obligated to release publicly any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.

END OF EXHIBIT 99.1