Dick's Sporting Goods, Inc 8-K, filed Jul 16, 2020
Dick's Sporting Goods, Inc. (DKS)
8-K
2020-07-16
For: 2020-07-15
View Original
Added on
April 12, 2026
About this 8-K
Dick's Sporting Goods, Inc filed this 8-K on July 16, 2020, reporting on events of July 15, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): July 15, 2020
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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
On July 15, 2020, Larry Fitzgerald, Jr. was appointed to the Board of Directors (the “Board”) of DICK'S Sporting Goods, Inc. (the “Company”). Mr. Fitzgerald will serve as a Class C Director, with his term expiring at the Company’s 2023 annual stockholders’ meeting.
In connection with his appointment to the Board, and consistent with the Board’s current compensation arrangements with its non-employee directors, Mr. Fitzgerald will receive a restricted stock grant with an aggregate value of $160,000, that will vest in three equal installments on the anniversary of the grant date. Mr. Fitzgerald also will be eligible to receive the Company’s standard annual cash retainer for members of the Board, that will be pro-rated based on the date of his appointment. Presently, the payment of the annual cash retainer to all directors has been temporarily suspended.
The Company also plans to enter into an indemnification agreement with Mr. Fitzgerald in the same form as the indemnification agreements that the Company has entered into with each of its directors. There are no arrangements or understandings between Mr. Fitzgerald and any other person pursuant to his election as a director. Furthermore, except as set forth below, there are no transactions or relationships between the Company and Mr. Fitzgerald that are reportable under Item 404(a) of Regulation S-K.
Beginning in 2018 and through 2019, Mr. Fitzgerald served as a member of The DICK’S Sporting Goods Foundation Sports Matter Advisory Board pursuant to which he entered into a personal services agreement to promote the foundation’s mission to inspire and enable youth sports participation. In exchange for such personal services, The DICK’S Sporting Goods Foundation provided a grant of $250,000 to The Larry Fitzgerald First Down Fund, a donor advised fund of The Minneapolis Foundation, a registered 501(c)(3) non-profit organization.
A copy of the Company’s press release announcing Mr. Fitzgerald’s appointment is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release dated July 16, 2020 by DICK'S Sporting Goods, Inc. furnished herewith | |||||||
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: July 16, 2020 | By: | /s/ LEE J. BELITSKY | ||||||
| Name: | Lee J. Belitsky | |||||||
| Title: | Executive Vice President – Chief Financial Officer | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Press Release dated July 16, 2020 by DICK'S Sporting Goods, Inc. filed herewith | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
DICK’S SPORTING GOODS NAMES LARRY FITZGERALD, JR. TO ITS BOARD OF DIRECTORS
PITTSBURGH (July 16, 2020) – DICK’S Sporting Goods, Inc. (NYSE: DKS), the largest U.S.-based omni-channel sporting goods retailer, today announced that Larry Fitzgerald, Jr., the 11-time Pro Bowl wide receiver for the NFL’s Arizona Cardinals, has been named to the company’s Board of Directors.
“Larry has been part of the DICK’S Sporting Goods family for nearly 10 years, and we’ve gotten to know him very well,” said Ed Stack, Chairman and CEO. “Larry has a deep understanding of the business of sports and its market dynamics. Larry is a man of integrity, and he shares our values and our commitment to caring for communities. Based on his background, Larry will be a great addition to our Board.”
Fitzgerald is an active member in the business community. He joined the Sports Matter Advisory Board of The DICK’S Sporting Goods Foundation in 2018 to help inspire and enable youth sports participation, and he recently purchased a minority ownership stake in the NBA’s Phoenix Suns.
“I’ve long admired DICK’S Sporting Goods, and over the years have had the opportunity to see up close what they stand for and who they are as a company,” said Fitzgerald. “We share a passion for sports, supporting young people and serving our communities. I could not be more excited to join the Board and share my experience and knowledge to help DICK’S grow and continue to be a leader in the retail and sports industries.”
Outside the field of play, through the “Larry Fitzgerald First Down Fund,” founded in 2005, Fitzgerald has used his personal platform to support children and families in-need, with a focus on promoting literacy and technology skills, as well as spearheading efforts to prevent and cure breast cancer.
In honor of his mother who passed away from breast cancer in 2003, Fitzgerald founded the Carol Fitzgerald Memorial Fund. The organization is dedicated to supporting causes that his mother was passionate about, including support for Black women with breast cancer, the prevention of HIV/AIDS among Black communities and education initiatives for urban youth.
In 2017, Fitzgerald was a co-winner of the Walter Payton NFL Man of the Year Award, which recognizes a player for excellence on and off the field. He has made five USO tours to visit soldiers overseas and has helped dig wells and build irrigation systems in Ethiopia with Oxfam, a global nonprofit working to end poverty. Fitzgerald has donated substantially to various schools, groups and parks around the Minneapolis and St. Paul area, where he was born and raised.
Fitzgerald played college football at the University of Pittsburgh, where he earned unanimous All-America honors, and received a B.A. in Communications from the University of Phoenix.
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About DICK'S Sporting Goods, Inc.
Founded in 1948, DICK'S Sporting Goods, Inc. is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. As of May 2, 2020, the Company operated 726 DICK'S Sporting Goods locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through a blend of dedicated teammates, in-store services and unique specialty shop-in-shops dedicated to Team Sports, Athletic Apparel, Golf, Lodge/Outdoor, Fitness and Footwear.
Headquartered in Pittsburgh, PA, DICK’S also owns and operates Golf Galaxy and Field & Stream specialty stores, as well as GameChanger, a youth sports mobile app for scheduling, communications and live scorekeeping. DICK'S offers its products through a content-rich eCommerce platform that is integrated with its store network and provides customers with the convenience and expertise of a 24-hour storefront. For more information, visit the Investor Relations page at dicks.com.
CONTACTS: DICK’S Sporting Goods, 724-273-5552, press@dcsg.com