DICK’S SPORTING GOODS, INC. (NYSE:DKS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

156

DICK’S SPORTING GOODS, INC. (NYSE:DKS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.

ITEM 9.01. EXHIBITS
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On March 14, 2017, Dicks Sporting Goods, Inc. (the Company)
approved long-term performance share awards (the Long-Term
Awards) to executive officers and certain other employees of the
Company effective on April 3, 2017 (the Grant Date). The purpose
of the Long-Term Awards is to create additional alignment between
executive compensation and stockholder value creation, ensure
focus on key organizational initiatives, provide financial
motivation to Company leaders, and increase retention of senior
leaders. The Long-Term Awards are governed by, and were granted
to, the Companys Amended and Restated 2012 Stock and Incentive
Plan (the 2012 Plan) and the related performance share award
agreement (the Award Agreement).
The Long-Term Awards vest over a three-year period (the Vesting
Period) from the Grant Date and if, and only if, certain
performance goals described below are achieved during the 2018
fiscal year period (the Performance Period). The total number of
shares that may be deemed earned after the end of the Performance
Period will be based on the attainment of metrics relating to
digital sales; footwear sales; private brand sales; selling,
general and administrative expenses as a percentage of sales; and
earnings before taxes (collectively, the Performance Criteria).
The Companys Compensation Committee of the Board of Directors
(the Committee) believes that the Performance Criteria are
confidential and, after reviewing the Companys historical
performance and consideration of the Companys business plan, the
Committee considered the Performance Criteria to be challenging
but attainable. For a grantee to earn and be paid his or her
Long-Term Award, the grantee must generally remain an employee of
the Company or its subsidiaries until the end of the Vesting
Period, except in certain specified circumstances set forth in
the Award Agreement.
The target value of the Long-Term Awards granted to the Companys
principal executive officer, principal financial officer, and
other officers for whom disclosure was required to Item 402(c) of
Regulation S-K in the Companys mostly recently-filed proxy
statement on April 29, 2016 are as follows (with potential
pay-out ranging from 0 200% of target):
Executive Officer
Title
Target Value(1)
Edward W. Stack
Chairman and Chief Executive Officer
$1,250,000
Lee J. Belitsky
Executive Vice President Chief Financial Officer
$1,250,000
Andr J. Hawaux
Executive Vice President Chief Operating Officer
$1,250,000
Michele B. Willoughby
Executive Vice President eCommerce and Supply Chain
$1,250,000
Lauren R. Hobart
Executive Vice President Chief Marketing Officer
$1,250,000

(1)
The actual number of performance shares
granted on the Grant Date (at target) will be
determined based on the closing price per share of the
Company’s common stock on Grant Date.
A copy of the form of Award Agreement is attached hereto as
Exhibit 99.1. The foregoing description of the Long-Term Awards
does not purport to be complete and is qualified in its entirety
by reference to the Award Agreement, a copy of which is filed
hereto as Exhibit 99.1 and incorporated herein by reference, and
the 2012 Plan, a copy of which is incorporated herein by
reference as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No.
Description
99.1
Dick’s Sporting Goods, Inc. Performance Share Award
Agreement (filed herewith)
99.2
Dick’s Sporting Goods, Inc. Amended and Restated 2012
Stock and Incentive Plan (filed herewith)


About DICK’S SPORTING GOODS, INC. (NYSE:DKS)

DICK’S Sporting Goods, Inc. is an omni-channel sporting goods retailer offering an assortment of sports equipment, apparel, footwear and accessories in its specialty retail stores in the eastern United States. The Company also owns and operates Golf Galaxy, Field & Stream and other specialty concept stores, as well as e-commerce Websites at www.DICKS.com, www.golfgalaxy.com, www.fieldandstreamshop.com and www.caliastudio.com. The Company offers hardlines, which include items, such as sporting goods equipment, fitness equipment, golf equipment, and hunting and fishing gear. It offers products to its customers through its retail stores and online. The Company operates approximately 640 Dick’s Sporting Goods stores in over 50 states; approximately 70 Golf Galaxy stores in over 30 states, and approximately 20 Field & Stream stores in over nine states. Each of its Dick’s Sporting Goods stores includes footwear, team sports, outdoor lodge, golf, fitness and athletic apparel.

DICK’S SPORTING GOODS, INC. (NYSE:DKS) Recent Trading Information

DICK’S SPORTING GOODS, INC. (NYSE:DKS) closed its last trading session down -0.39 at 47.96 with 1,844,292 shares trading hands.

An ad to help with our costs