On May 28, 2020, Hibbett Sports, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which the stockholders of the Company approved the Hibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan (the "Amended and Restated Plan"). For a description of the terms and conditions of the Amended and Restated Plan, see "Proposal Number 4: Approval of Amendment and Restatement of the 2015 Equity Incentive Plan" in the Company\’s definitive proxy statement on Schedule 14A (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 27, 2020, which description is incorporated herein by reference. The description of the Amended and Restated Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended and Restated Plan attached as Exhibit 99.1 to the Company\’s Registration Statement on Form S-8 (File No. 333-238767) and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the Annual Meeting, on May 28, 2020, the Board of Directors of the Company (the "Board") amended the Company\’s Bylaws (the "Bylaws") to make certain clarifying and technical changes.

Article II, Section 1 and Article III, Section 5 of the Bylaws were amended to clarify that meetings of the stockholders and Board, respectively, may be held solely by means of remote communication.

Article II, Section 2 and Article III, Section 3 of the Bylaws were amended to clarify the timing requirements of notices submitted by stockholders in connection with annual meetings.

Article III, Section 14 of the Bylaws was amended to clarify that no director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power.

The foregoing summary of the amendments to the Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Board submitted at the Annual Meeting four proposals to a vote of the stockholders. The final results of the voting on each proposal are presented below.

Proposal Number 1 – Election of Directors

The Board nominated each of the nominees set forth below to serve as a Class III Director for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2023, or until his successor is elected or qualified. The stockholders elected the three nominees to serve as Class III Directors of the Company to the following vote:

Hibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan; incorporated by reference to Exhibit 99.1 of the Registrant\’s Registration Statement on Form S-8 (File No. 333-238767) filed with the Securities and Exchange Commission on May 29, 2020).

HIBBETT SPORTS INC Exhibit
EX-3.1 2 ex31bylaws.htm EX-3.1 HIBB BYLAWS DocumentExhibit 3.1BYLAWSOFHIBBETT SPORTS,…
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About Hibbett Sports, Inc. (NASDAQ:HIBB)

Hibbett Sports, Inc. operates sporting goods stores in small to mid-sized markets in the South, Southwest, Mid-Atlantic and Midwest regions of the United States. The Company operates approximately 1,040 stores in over 30 states, which consists of approximately 1,020 Hibbett Sports stores and over 20 Sports Additions athletic shoe stores. It sells merchandise of various brands, such as Nike, Under Armour, Reebok, adidas, Easton, The North Face and Yeti. It maintains a single wholesale and logistics facility in Alabaster, Alabama. Hibbett Sports stores offer a merchandising mix of localized apparel, footwear, equipment and accessories. Sports Additions store consists of a merchandising mix of athletic footwear, and caps and a limited assortment of apparel. Hibbett Team Sales, Inc. (Team), a subsidiary of the Company, is a supplier of customized athletic apparel, equipment and footwear to school athletic programs in Alabama and parts of Georgia, Florida and Mississippi.