DICK'S SPORTING GOODS, INC.
For the period ended Jan 31, 2026. Filed May 1, 2026.
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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.
Jan 31, 2026 · Filed May 1, 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 |
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| 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 Time:Wednesday, June 10, 20267:30 AM Eastern Time | Place:Via the Internet, at http://www.virtualshareholdermeeting.com/DKS2026 | Record Date:April 13, 2026 |
Voting Matters
| PROPOSALS | BOARD’S RECOMMENDATION | PAGE REFERENCE | |
| 1. | Election of eleven (11) directors named in the proxy statement, each for a term that expires in 2027 | “FOR” each director nominee | Page 7 |
| 2. | Non-binding advisory vote to approve compensation of named executive officers for 2025, as disclosed in these materials | “FOR” | Page 25 |
| 3. | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026 | “FOR” | Page 56 |
| 4. | Stockholder Proposal - Request for Report on Women’s Rights Related Business Risk and Decision Framework (if properly presented) | “AGAINST” | Page 60 |
We are holding our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) exclusively by remote communication
(i.e., a virtual meeting format).
Attend the Virtual Annual Meeting
You may attend the virtual Annual Meeting, vote your shares electronically, and submit questions during the Annual Meeting by logging into the website listed above 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 that 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 2026 Annual Meeting will first be made available to stockholders, on or about May 1, 2026. In accordance with SEC rules, the websitewww.proxyvote.com/dks provides complete anonymity with respect to the stockholders accessing the website.
| LOGISTICS§Attend the Annual Meeting online, including to vote and/or submit questions, at http://www.virtualshareholdermeeting.com/DKS2026§The Annual Meeting will begin at approximately 7:30 AM Eastern Time, with registration opening at 7:15 AM, on Wednesday, June 10, 2026 | ASK A QUESTION§You may submit questions for the meeting in advance at http://www.proxyvote.com/dks§You may submit live questions during the meeting at http://www.virtualshareholdermeeting.com/DKS2026§A 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?§A replay of the Annual Meeting will be available on our Investor Relations website at http://investors.dicks.com§Responses to relevant questions received before and during the Annual Meeting will also be available at the same website |
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Voting Your Shares
Your 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 other matters presented during the meeting unless you have given your broker specific instructions to do so.
Your Vote is Important!
| Voting Methods | ||||
| Telephone1-800-690-6903 | Internetwww.proxyvote.com/dks | MailReturn the signed proxy card | Voting OnlineDuring the Annual Meeting | |
By order of the Board of Directors,
Edward W. Stack
Executive Chairman
| 2026 PROXY STATEMENT | 1 |
TABLE OF CONTENTS
| 2025 Performance Highlights | 3 | |
| Proxy Statement Summary | 4 | |
| Item 1: Election of Directors | 4 | |
| Item 2: Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers | 5 | |
| Item 3: Ratification of Independent Registered Public Accounting Firm | 6 | |
| Item 4: Stockholder Proposal — Request for Report on Women’s Rights Related Business Risk and Decision Framework (if properly presented) | 6 | |
| Corporate Governance | 7 | |
| Item 1: Election of Directors | 7 | |
| Board Composition | 7 | |
| Corporate Governance Highlights | 7 | |
| Directors Standing for Election | 9 | |
| Board and Committee Structure | 17 | |
| Key Areas of Board Oversight | 20 | |
| Director Compensation | 23 | |
| Director Compensation Table—2025 | 23 | |
| Understanding Our Director Compensation Table | 24 | |
| Executive Compensation | 25 | |
| Item 2: Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers | 25 | |
| Compensation Discussion and Analysis | 26 | |
| Named Executive Officers | 26 | |
| Compensation Philosophy and Practices | 27 | |
| 2025 Executive Compensation Plan Design | 28 | |
| Compensation Paid to our Named Executive Officers in 2025 | 30 |
| Summary of 2026 Compensation Decisions | 36 | |
| Compensation-Setting Process | 38 | |
| Additional Compensation Practices | 40 | |
| Compensation Tables | 42 | |
| Compensation Committee Report | 51 | |
| CEO Pay Ratio | 52 | |
| 2025 Pay Versus Performance | 53 | |
| Item 3: Ratification of Independent Registered Public Accounting Firm | 56 | |
| Report of the Audit Committee | 56 | |
| Audit and Non-Audit Fees and Independent Public Accountants | 57 | |
| Pre-Approval Policies and Procedures | 57 | |
| Transactions with Related Persons | 58 | |
| Item 4: Stockholder Proposal — Request for Report on Women’s Rights Related Business Risk and Decision Framework (if properly presented) | 60 | |
| Women’s Rights Audit | 60 | |
| Board’s Response to Stockholder Proposal | 61 | |
| Other Information | 63 | |
| About the Meeting | 68 | |
| Appendix A | 70 |
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.
| 2 | DICK’S SPORTING GOODS, INC. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.