DICKS SPORTING GOODS INC
For the period ended Feb 3, 2024. Filed Mar 28, 2024.
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FY2024 · Filed Mar 28, 2024
DKS$147.69+4.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
Not applicable.
Table of Contents
| Index to Exhibits | ||
|---|---|---|
| Exhibit Number | Description | Method of Filing |
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-100656, filed on October 21, 2002 |
| 3.2 | Amendment to the Amended and Restated Certificate of Incorporation, effective as of June 10, 2004 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, File No. 001-31463, filed on September 9, 2004 |
| 3.3 | Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 9, 2021 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, File No. 001-31463, filed June 14, 2021 |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 14, 2023 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, File No. 001-31463, filed June 16, 2023 |
| 3.5 | Second Amended and Restated Bylaws (adopted March 27, 2024) | Filed herewith |
| 4.1 | Form of Stock Certificate | Incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 3 to Statement on Form S-1, File No. 333-96587, filed on September 27, 2002 |
| 4.2 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated by reference to Exhibit 4.2 to Registrant’s Form 10-K, File No. 001-31463, filed on March 24, 2021 |
| 4.3 | Indenture, dated as of April 17, 2020, between DICK'S Sporting Goods, Inc. and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 23, 2020 |
| 4.4 | Form of Certificate representing the 3.25% Convertible Senior Notes due 2025 (included as Exhibit A to Indenture in Exhibit 4.3) | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 23, 2020 |
| 4.5 | Indenture, dated as of January 14, 2022, between DICK’S Sporting Goods, Inc. and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.6 | First Supplemental Indenture, dated as of January 14, 2022, between DICK’S Sporting Goods, Inc. and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.7 | Form of 3.150% Senior Notes due 2032 (included as Exhibit A to First Supplemental Indenture in Exhibit 4.6) | Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.8 | Form of 4.100% Senior Notes due 2052 (included as Exhibit B to First Supplemental Indenture in Exhibit 4.6) | Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 10.1 | Amended and Restated Lease Agreement, originally dated February 4, 1999, for distribution center located in Smithton, Pennsylvania, effective as of May 5, 2004, between Lippman & Lippman, L.P., Martin and Donnabeth Lippman and Registrant | Incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q, File No. 001-31463, filed on September 9, 2004 |
| 10.2 | Amended and Restated Lease Agreement originally dated August 31, 1999, for distribution center located in Plainfield, Indiana, effective as of November 30, 2005, between CP Gal Plainfield, LLC and Registrant | Incorporated by reference to Exhibit 10.22 to Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2006 |
| 10.3 | Lease Agreement originally dated June 25, 2007, for distribution center located in East Point, Georgia, between Duke Realty Limited Partnership and Registrant, as amended, supplemented or modified as of January 19, 2012 | Incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, File No. 001-31463, filed on March 16, 2012 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
Table of Contents
| Exhibit Number | Description | Method of Filing |
|---|---|---|
| 10.4* | Form of Agreement entered into between Registrant and various executive officers, which sets forth form of severance | Incorporated by reference to Exhibit 10.10 to the Registrant’s Amendment No. 1 to Statement on Form S-1, File No. 333-96587, filed on August 27, 2002 |
| 10.5* | Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated December 12, 2007 | Incorporated by reference to Exhibit 10.35 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2008 |
| 10.5a* | First Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated March 27, 2008 | Incorporated by reference to Exhibit 10.36 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2008 |
| 10.5b* | Second Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated as of December 4, 2008 | Incorporated by reference to Exhibit 10.46 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 20, 2009 |
| 10.5c* | Third Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated as of November 21, 2011 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, File No. 001-31463, filed on August 30, 2018 |
| 10.6* | Registrant’s Amended and Restated 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 14, 2021 |
| 10.6a* | Form of Restricted Stock Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted before March 14, 2017 | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 11, 2012 |
| 10.6b* | Amended and Restated Form of Restricted Stock Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 14, 2017 | Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, File No. 001-31463, filed on May 25, 2017 |
| 10.6c* | Form of Stock Option Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted before March 14, 2017 | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 11, 2012 |
| 10.6d* | Amended and Restated Form of Stock Option Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 14, 2017 | Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, File No. 001-31463, filed on May 25, 2017 |
| 10.6e* | Form of 2019 Long-Term Performance-Based Restricted Stock Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 13, 2019 |
| 10.6f* | Form of Performance-Based Restricted Stock Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, File No. 001-31463, filed on May 26, 2021 |
| 10.6g* | Form of Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted before March 21, 2023 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, File No. 001-31463, filed on May 25, 2022 |
| 10.6h* | Amended and Restated Form of Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 21, 2023 | Incorporated by reference to Exhibit 10.6h to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.6i* | Form of 2023 Long-Term Incentive Program Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.6i to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.6j* | Form of Restricted Unit Award Agreement under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.6j to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 10.6k* | Registrant’s Non-Employee Director Compensation Deferral Plan | Incorporated by reference to Exhibit 10.6k to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.6l* | Registrant’s Non-Employee Director Compensation Deferral Plan - Deferral Election Form | Incorporated by reference to Exhibit 10.6l to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.7* | Consulting Agreement between the Company and Lee Belitsky, EVP | Incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on the Form 10-K, File No. 001-31463, filed on March 23, 2022 |
| 10.8* | Separation Agreement between Company and Don Germano, EVP Stores & Supply Chain | Incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on the Form 10-Q, File No. 001-31463, filed on November 23, 2022 |
| 10.9* | Offer Letter between the Company and Raymond A. Sliva, Jr., Executive Vice President - Stores | Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.10 | Credit Agreement, dated as of January 14, 2022, among DICK’S Sporting Goods, Inc., Wells Fargo Bank, National Association, as administrative agent and the lenders and other parties thereto | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31643, filed on January 14, 2022 |
| 10.11 | Form of Indemnification Agreement between the Company and each Director | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on March 21, 2016 |
| 10.12 | Form of Convertible Note Hedge Transactions Confirmation | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 23, 2020 |
| 10.13 | Form of Warrant Transactions Confirmation | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 23, 2020 |
| 10.14 | Form of Note Hedge Early Termination Agreement, dated as of April 5, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 6, 2022 |
| 10.15 | Form of Warrant Early Termination Agreement, dated as of April 5, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 6, 2022 |
| 10.16 | Form of Exchange Agreement, dated as of April 5, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on April 6, 2022 |
| 10.17 | Form of Note Hedge Early Termination Agreement, dated as of June 23, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 24, 2022 |
| 10.18 | Form of Warrant Early Termination Agreement, dated as of June 23, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 24, 2022 |
| 10.19 | Form of Exchange Agreement, dated as of June 23, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 24, 2022 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 10.20 | Form of Note Hedge Partial Early Termination Agreement, dated as of July 8, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on July 11, 2022 |
| 10.21 | Form of Warrant Partial Early Termination Agreement, dated as of July 8, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on July 11, 2022 |
| 10.22 | Form of Note Hedge Early Termination Agreement, dated as of July 8, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on July 11, 2022 |
| 10.23 | Form of Warrant Early Termination Agreement, dated as of July 8, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant option counterparty | Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on July 11, 2022 |
| 10.24 | Form of Exchange Agreement, dated as of July 8, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on July 11, 2022 |
| 10.25 | Form of Note Hedge Partial Early Termination Agreement, dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022 |
| 10.26 | Form of Warrant Partial Early Termination Agreement, dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022 |
| 10.27 | Form of Exchange Agreement, dated as of August 29, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on August 30, 2022 |
| 10.28 | Form of Note Hedge Partial Early Termination Agreement, dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022 |
| 10.29 | Form of Warrant Partial Early Termination Agreement, dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022 |
| 10.30 | Form of Exchange Agreement, dated as of September 26, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 27, 2022 |
| 10.31 | Form of Note Hedge Partial Early Termination Agreement, dated as of December 7, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on December 8, 2022 |
| 10.32 | Form of Warrant Partial Early Termination Agreement, dated as of December 7, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant counterparty | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on December 8, 2022 |
| 10.33 | Form of Note Hedge Early Termination Agreement, dated as of December 7, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable call option counterparty | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on December 8, 2022 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 10.34 | Form of Warrant Early Termination Agreement, dated as of December 7, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable warrant option counterparty | Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on December 8, 2022 |
| 10.35 | Form of Exchange Agreement, dated as of December 7, 2022, by and between DICK’S Sporting Goods, Inc. and the applicable Noteholder | Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on December 8, 2022 |
| 10.36 | Form of Warrant Early Termination Agreement dated as of March 2, 2023, by and between DICK’S Sporting Goods, Inc. and the applicable warrant option counterparty | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on March 8, 2023 |
| 21 | Subsidiaries | Filed herewith |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith |
| 31.1 | Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of March 28, 2024 and made pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith |
| 31.2 | Certification of Navdeep Gupta, Executive Vice President – Chief Financial Officer, dated as of March 28, 2024 and made pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith |
| 32.1 | Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of March 28, 2024 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Navdeep Gupta, Executive Vice President – Chief Financial Officer, dated as of March 28, 2024 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | Filed herewith |
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | Filed herewith |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended February 3, 2024 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes to these Consolidated Financial Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.