DICKS SPORTING GOODS INC
For the period ended Feb 3, 2024. Filed May 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 3, 2024 · Filed May 2, 2024
DKS$140.82-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant þ | Filed by a Party other than the Registrant o |
|---|
| Check the appropriate box: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
DICK’S Sporting Goods, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| þ | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
| DATE AND TIMEWednesday, June 12, 20247:30 AM Eastern TimePLACEVia the Internet, at http://www.virtualshareholdermeeting.com/DKS2024RECORD DATEAll holders of record of shares of the Company’s common stock and Class B common stock at the close of business on April 15, 2024 are entitled to vote at the meeting and any postponements or adjournments of the meeting.A list of stockholders entitled to vote at the meeting may be examined by any stockholder, for any purpose relevant to the meeting, at 345 Court Street, Coraopolis, PA 15108 beginning on June 2, 2024. · Voting Matters | |||
|---|---|---|---|
| PROPOSALS · BOARD’S RECOMMENDATION · PAGEREFERENCE | |||
| 1 | Election of twelve (12) directors, each for a term that expires in 2025 | “FOR” each director nominee | Page 9 |
| 2 | Non-binding advisory vote to approve compensation of named executive officers for 2023, as disclosed in these materials | “FOR” | Page 30 |
| 3 | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024 | “FOR” | Page 61 |
| 4 | Stockholder Proposal - EEO-1 Report Disclosure Policy | “AGAINST” | Page 65 |
| 5 | Stockholder Proposal - Bylaw Amendment Waiving Business Judgment Rule | “AGAINST” | Page 67 |
| 6 | Any other matters that properly come before the meeting | ||
| We are holding our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively by remote communication (i.e., a virtual meeting format).ATTEND THE VIRTUAL ANNUAL MEETINGYou may attend the virtual Annual Meeting, vote your shares electronically, and submit questions during the Annual Meeting by logging in to the website listed below using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend you access the Annual Meeting prior to its start time so you have sufficient time to check in before the meeting starts. It is anticipated that the Notice will first be sent to stockholders and that this proxy statement and the form of proxy relating to our 2024 Annual Meeting will first be made available to stockholders, on or about May 3, 2024. In accordance with SEC rules, the website www.proxyvote.com/dks provides complete anonymity with respect to the stockholders accessing the website. | |||
| VOTING YOUR SHARESYour vote is important! Please act as soon as possible to vote your shares, even if you plan to attend the Annual Meeting virtually. If you are a beneficial stockholder, your broker will NOT be able to vote your shares with respect to the election of directors and certain other matters presented during the meeting unless you have given your broker specific instructions to do so. Stockholders of record can vote by: | |||
| LOGISTICSnAttend the Annual Meeting online, including to vote and/or submit questions, at http://www.virtualshareholdermeeting.com/DKS2024nThe Annual Meeting will begin at approximately 7:30 AM Eastern Time, with registration opening at 7:15 AM, on Wednesday, June 12, 2024 · ASK A QUESTIONnYou may submit questions for the meeting in advance at http://www.proxyvote. com/dksnYou may submit live questions during the meeting at http://www.virtualshareholdermeeting.com/DKS2024nA response to each relevant question will be posted on our website if we do not answer your question during the meeting · UNABLE TO ATTEND THE ANNUAL MEETING?nA replay of the Annual Meeting will be available on our Investor Relations website at http://investors.dicks.comnResponses to relevant questions received before and during the Annual Meeting will also be available at the same website | |||
| By order of the Board of Directors,Edward W. StackExecutive Chairman | |||
| INTERNETwww.proxyvote.com/dks | |||
| MAILReturn the signed proxy card | |||
| VOTING ONLINEDuring the Annual Meeting | |||
| 2024 PROXY STATEMENT | 3 |
TABLE OF CONTENTS
| 5 | 2023 Performance Highlights |
| 6 | Proxy Statement Summary |
| 6 | Item 1: Election of Directors |
| 7 | Item 2: Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers |
| 8 | Item 3: Ratification of Independent Registered Public Accounting Firm |
| 8 | Item 4: Stockholder Proposal — EEO-1 Report Disclosure Policy |
| 8 | Item 5: Stockholder Proposal — Bylaw Amendment Waiving Business Judgment Rule |
| 9 | Corporate Governance |
| 9 | Item 1—Election of Directors |
| 9 | Board Composition |
| 22 | Board and Committee Structure |
| 25 | Key Areas of Board Oversight |
| 28 | Director Compensation |
| 30 | Executive Compensation |
| 30 | Item 2—Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers |
| 31 | Compensation Discussion and Analysis |
| 32 | Executive Summary |
| 34 | Principal Elements of Our 2023 Executive Compensation |
| 41 | Compensation-Setting Process |
| 43 | Additional Compensation Practices |
| 45 | Compensation Tables |
| 55 | Compensation Committee Report |
| 56 | CEO Pay Ratio |
| 57 | 2023 Pay Versus Performance |
| 61 | Item 3—Ratification of Independent Registered Public Accounting Firm |
| 61 | Report of the Audit Committee |
| 62 | Audit and Non-Audit Fees and Independent Public Accountants |
| 62 | Pre-Approval Policies and Procedures |
| 63 | Transactions with Related Persons |
| 65 | Item 4—Stockholder Proposal — EEO-1 Report Disclosure Policy |
| 67 | Item 5—Stockholder Proposal — Bylaw Amendment Waiving Business Judgment Rule |
| 69 | Other Information |
| 73 | About the Meeting |
| 76 | Appendix A |
External reports cited herein and links to websites included in this proxy statement are provided solely for convenience purposes. Content in such external reports and websites is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission.
| 4 | DICK’S SPORTING GOODS, INC. |
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