Annual General Meeting Transcript - DKS 2026-06-10

Elizabeth Barron, General Counsel

Good day, and welcome to Dick's Sporting Goods Annual Meeting of Stockholders.

Speaker 4

I would now like to turn the comments over to Ed Sack, Executive Chairman.

Operator

Please go ahead.

Speaker 4

Good morning and welcome. As Executive Chairman of Dick's Sporting Goods, I would like to call to order the company's 2026 Annual Meeting of the Stockholders. Lauren Hobart, our President and Chief Executive Officer, will now conduct the business of today's meeting.

Lauren Hobart, CEO

Thank you, Ed, and good morning, everyone. Now that the meeting has been called to order, you may vote on this year's proposals online if you have your proxy control number and haven't already voted by proxy. If you have a proxy control number, you can also submit written questions about the company's business at any time during the meeting on the virtual meeting website. Additionally, you can submit a question to Deloitte & Touche, our independent auditor. We will post answers to stockholder questions that we received during the meeting on our Investor Relations website shortly after this meeting. Elizabeth Barron, the company's general counsel, will act as the secretary of the meeting. Beth, will you confirm that notice of this meeting was properly given and that a quorum is present?

Elizabeth Barron, General Counsel

Yes. The notices were mailed in accordance with the bylaws beginning on May 1, 2026 and were sent to all stockholders of record as of April 13, 2026. We have received proxies representing more than 93% of the eligible votes for this meeting. We therefore have a quorum present and may proceed with the meeting. All stockholders eligible to vote at this meeting may do so online. If you are an eligible stockholder and haven't voted yet, or if you want to change your previous vote, you may do so now through the virtual meeting website. If you have already voted by proxy, there's no need to vote again. If you intend to vote at this meeting, please vote now, because the polls will close after the proposals have been presented. I will provide the preliminary voting results after the presentation of the proposals.

Lauren Hobart, CEO

There are four matters to be voted on at this annual meeting. Beth, please present the proposals and the Board of Directors' recommendations.

Elizabeth Barron, General Counsel

The first proposal is the election of 11 directors, each for a term that expires in 2027. The individuals nominated are Mark J. Behrensha, Emmanuel Chirico, William J. Colombo, Robert W. Eddy, Ann Sink, Larry Fitzgerald, Jr., Lauren R. Hobart, Sandeep Mathrani, Desiree Rawls-Morrison, Lawrence J. Shore, and Edward W. Stack. The second proposal is an advisory vote to approve executive compensation as disclosed in the proxy statement. The third proposal is the ratification of the appointment of Deloitte & Touche as the company's independent registered accounting firm for fiscal 2026. The fourth proposal is a stockholder proposal requesting that the company issue a report describing the company's business risk assessment and decision-making framework as it relates to women's rights. The sponsor of the stockholder proposal wishes to make a brief presentation, so we will call on the sponsor now. Operator, please play the prerecorded message provided by Mr. Curtis Hill for the fourth proposal.

Curtis Hill, Analyst — Senior Advisor, Free Enterprise Project of the National Center for Public Policy Research

Mr. Chairman, members of the board, fellow shareholders, I'm Curtis Hill, Senior Advisor to the Free Enterprise Project of the National Center for Public Policy Research. We've submitted a modest but important shareholder proposal. Our proposal requires Dick's Sporting Goods to issue a report prepared at reasonable cost and omitting proprietary information on whether the company's decisions involving transgender policies have been fully informed by two key factors. First, a clear definition of woman that means adult human females based on biological reality. Second, an honest assessment of the risks these transgender policies pose to actual females in women's and girls' sports and private spaces. Dick's Sporting Goods has repeatedly said it will champion women. The company supports girls' sports, female leadership programs, and philanthropy geared towards young athletes. Dick's publicly aligns itself with the spirit of Title IX, which was written to protect biological females. But Dick's also partners with groups that prioritize males identifying as females ahead of biological females. Activist rating systems that treat gender identity as the same as biological sex give Dick's high marks. and the company's trainings, transition guidelines, and benefits appear to build this view into daily operations. This creates a clear contradiction. Adherence to biology is not bigotry. Sports science shows that biological males maintain huge advantages in strength, speed, and muscle mass, advantages that hormone suppression does not fully remove. Allowing biological males into women's competitions, locker rooms, and private spaces undermines the fairness and safety measures that Title IX was meant to guarantee. Female athletes like Lainey Armistead and Chelsea Mitchell have spoken out about the opportunities lost. These policies are not harmless. They expose Dick's Sporting Goods to real risks, lawsuits from displaced female athletes, reputational harm, and lost customer goodwill from those who simply want Dick's to sell sporting goods, not ideology. Now, the board says it already monitors risks in the ordinary course of business. With respect, that is not enough. Shareholders deserve a focused look at how these particular political policies may conflict with sex-based rights and long-term value. This proposal does not dictate policy. It simply calls for transparency, a clear report, so owners can judge whether current practices truly serve the best interest of Dick's sporting goods. In a time when our laws are returning to biological reality, good governance means facing these facts and not avoiding them. I urge you to support this proposal. A vote in favor supports accountability and the protection of shareholder value. Thank you.

Elizabeth Barron, General Counsel

The Board's response to the stockholder proposal is included in the proxy statement on page 61. That concludes the presentation of the stockholder proposals. The Board recommends a vote for each of the nominees, for Proposals 2 and 3, and against Proposal 4. I will now pause briefly to give stockholders who haven't voted a chance to do so.

Operator

Thank you to all who have voted.

Elizabeth Barron, General Counsel

The polls are now closed, and I will share the preliminary voting results. First, all nominees on the ballot to serve as Director have been elected for one-year terms. Furthermore, the advisory vote on executive compensation and the ratification of the company's auditor, Deloitte & Touche, have both been approved. Lastly, stockholders did not approve Proposal 4. We will provide further details on the final voting results in Form 8-K, which will be filed with the Securities and Exchange Commission within four business days.

Lauren Hobart, CEO

Thank you, Beth. We've now completed the official agenda for this meeting. For those who submitted questions to either the company or Deloitte & Touche, we will provide responses on our Investor Relations website. With that said, this meeting is adjourned. Thank you again for your attendance today and for your continued support of Dick's Sporting Goods.

Operator

Thank you. This concludes today's conference call. Thank you for attending today's presentation.

Speaker 4

May now disconnect your lines.