8-K

 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 14, 2023

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

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 2023 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 permit exculpation of the Company's corporate officers, subject to limitations, as permitted by a recent amendment to the Delaware General Corporation Law (the “Charter Amendment”). The Board previously approved the Charter Amendment, subject to stockholder approval at the Annual Meeting. On June 14, 2023, 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 14, 2023.

(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 eleven (11) nominees for Director for terms that expire in 2024, 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 2023 Proxy Statement; (iii) voted, on a non-binding advisory basis, in favor of holding future say-on-pay votes on an annual basis; (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2023; and (v) approved the Charter Amendment.

Proposal No. 1- Election of Directors

Nominee	For	Withheld	Broker Non-Vote
Mark J. Barrenechea	274,914,728	1,198,251	4,664,637
Emanuel Chirico	273,527,319	2,585,660	4,664,637
William J. Colombo	262,616,689	13,496,290	4,664,637
Anne Fink	275,684,159	428,820	4,664,637
Larry Fitzgerald, Jr.	264,750,900	11,362,079	4,664,637
Lauren R. Hobart	275,479,127	633,852	4,664,637
Sandeep Mathrani	275,666,412	446,567	4,664,637
Desiree Ralls-Morrison	264,763,682	11,349,297	4,664,637
Lawrence J. Schorr	259,074,168	17,038,811	4,664,637
Edward W. Stack	274,182,608	1,930,371	4,664,637
Larry D. Stone	264,215,313	11,897,666	4,664,637

Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of Named Executive Officers 

For	Against	Abstain	Broker Non-Vote
273,595,183	2,309,041	208,755	4,664,637

Proposal No. 3 - Non-Binding Advisory Vote on Whether an Advisory Vote on Compensation of Named Executive Officers Should be Held Every One, Two, or Three Years

1 Year	2 Years	3 Years	Abstain
274,995,821	32,923	1,040,403	43,832

The Board has determined, consistent with the vote of the Company's stockholders and in accordance with the Board's previous recommendation, that the Company will continue to hold future say-on-pay votes on an annual basis until the next required vote on the frequency of say-on-pay votes is presented to stockholders.

Proposal No. 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm 

For	Against	Abstain	Broker Non-Vote
278,966,316	1,708,343	102,957	—

Proposal No. 5 - Approval of an Amendment to the Company's Certificate of Incorporation to Adopt Provisions Allowing Officer Exculpation under Delaware Law

For	Against	Abstain	Broker Non-Vote
256,556,984	19,280,856	275,139	4,664,637

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

Exhibit No.	Description
Exhibit 3.1	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 16, 2023	By:	/s/ NAVDEEP GUPTA
	Name:	Navdeep Gupta
	Title:	Executive Vice President – Chief Financial Officer

Exhibit Index

 

Exhibit No.	Description
3.1	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

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 of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, as amended (the “Charter”), declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

“NOW, THEREFORE, BE IT RESOLVED, that the Board hereby accepts the recommendation of the Governance and Nominating Committee and has determined that it is in the best interests of the Corporation to amend and restate Section 6 of Article THIRD of the Corporation’s Charter in its entirety as follows (the “Charter Amendment”);

6.     Liability of Directors and Officers.

6.1.Limitation of Liability. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of (a) a director or officer for any breach of the director's or officer’s duty of loyalty to the Corporation or its stockholders, (b) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a director under section 174 of the General Corporation Law, (d) a director or officer for any transaction from which the director or officer derived any improper personal benefits, or (e) an officer in any action by or in the right of the Corporation. If the General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

6.2.Amendments. Any repeal or modification of Section 6.1 hereof by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

and be it further

RESOLVED, that the Board hereby approves the Charter Amendment and further recommends that the Charter Amendment be presented to stockholders of the Company at the 2023 Annual

Meeting of Stockholders with the Board’s recommendation that stockholders vote in favor of the Charter Amendment.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, 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 annual meeting of stockholders.

THIRD: That the aforesaid Charter Amendment was duly adopted in accordance with the 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 14th day of June, 2023.

DICK’S SPORTING GOODS, INC.

/s/ John E. Hayes III

Name: John E. Hayes III

Title: SVP, General Counsel & Corporate Secretary

XML

Cover Page Cover Page	Jun. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2023
Entity Registrant Name	DICK'S SPORTING GOODS, INC.
Entity Incorporation, State	DE
Entity File Number	001-31463
Entity Tax Identification Number	16-1241537
Entity Address Line One	345 Court Street
Entity Address, City	Coraopolis
Entity Address, State	PA
Entity Address, Postal Zip Code	15108
City Area Code	724
Local Phone Number	273-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DKS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001089063
Amendment Flag	false
Current Fiscal Year End Date	--02-03