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 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
 
DICK'S SPORTING GOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-31463 16-1241537
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

345 Court Street, Coraopolis, PA 15108
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value DKS The New York Stock Exchange

 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


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