Document
false0001089063
0001089063
2019-11-04
2019-11-04
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): November 4, 2019
DICK'S SPORTING GOODS, INC.
(Exact Name of Registrant as Specified in Charter)
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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:
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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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) (e) On November 4, 2019, DICK’S Sporting Goods, Inc. (the “Company”) and Holly Tyson entered into a separation agreement, pursuant to which she will no longer serve as the Company’s SVP - Chief Human Resources Officer, effective January 1, 2020. After such time, Ms. Tyson will serve the Company as an independent consultant through April 30, 2020, and receive $39,592 per month for such services.
In accordance with the terms of her departure, Ms. Tyson will be eligible to receive a full payout pursuant under the Company’s 2019 short-term incentive programs to the extent the Company achieves the performance metrics previously approved by the Company’s compensation committee. Furthermore, all outstanding, unvested equity awards issued by the Company to Ms. Tyson will continue to vest during the period of her consulting agreement.
The Company’s obligations are subject to Ms. Tyson’s compliance with the terms of the separation agreement, which include an eighteen-month non-competition and non-solicitation period and confidentiality requirements.
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.
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| DICK'S SPORTING GOODS, INC. |
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Date: November 5, 2019 | By: | /s/ LEE J. BELITSKY |
| Name: | Lee J. Belitsky |
| Title: | Executive Vice President - Chief Financial Officer |