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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):  September 13, 2023
 
DICK'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3146316-1241537
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueDKSThe 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 September 13, 2023, the Board of Directors (the "Board") of DICK'S Sporting Goods, Inc. (the "Company") appointed Robert W. Eddy to the Board effective immediately. Mr. Eddy also was appointed as a member of the Board's Governance and Nominating as well as Compensation Committees.
In connection with his appointment to the Board, and consistent with the Board's current compensation arrangements with its non-employee directors, Mr. Eddy will receive: (1) an equity award with an aggregate value of $180,000 under the Company's Amended and Restated 2012 Stock and Incentive Plan, that will vest on the one year anniversary of the grant date and (2) the Company's standard annual cash retainer for members of the Board and applicable committees that will be pro-rated based on the date of his appointment.
The Company also plans to enter into an indemnification agreement with Mr. Eddy in the same form as the indemnification agreements that the Company has entered into with each of its directors. Furthermore, there is no arrangement or understanding between Mr. Eddy and any other person pursuant to which he was selected as a director, and there have been no transactions since the beginning of the Company's last fiscal year, or currently proposed, regarding Mr. Eddy that are required to be disclosed by Item 404(a) of Regulation S-K.
A copy of the Company's press release announcing the appointment of Mr. Eddy is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS
 
(d)  Exhibits.

The following exhibits are being furnished pursuant to Item 601 of Regulation S-K and General Instruction B.2 to this Form 8-K:
Exhibit No. Description
   
 Press Release dated September 15, 2023 by Dick's Sporting Goods, Inc. furnished herewith
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 hereunto duly authorized.
 
 
DICK'S SPORTING GOODS, INC.
Date: September 15, 2023By:
/s/ Elizabeth H. Baran
Name:
Elizabeth H. Baran
Title:
Vice President - Deputy General Counsel and Assistant Corporate Secretary



Exhibit Index
 
 
Exhibit No. Description
   
 Press Release dated September 15, 2023 by Dick's Sporting Goods, Inc. furnished herewith
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


image_0a.jpg

DICK’S Sporting Goods Names Bob Eddy to Its Board of Directors

PITTSBURGH, Sept. 15, 2023 /PRNewswire/ – DICK'S Sporting Goods (NYSE: DKS) today announced it has appointed Bob Eddy, the Chairman & Chief Executive Officer of BJ’s Wholesale Club, to the company’s Board of Directors.

“We are thrilled to welcome Bob to our Board at an exciting time for DICK’S,” said Ed Stack, Executive Chairman of DICK’S Sporting Goods. “Bob’s decades of retail experience will be invaluable as DICK’S expands our newest store concepts, and as we continue to find ways to innovate and provide the best possible experience for our athletes.”

“DICK’S is a true leader in its space, and I am pleased to join the Board as the company is reimagining retail and thinking of new ways to interact with its athletes,” said Eddy. “DICK’S has a unique opportunity to further shape the future of both retail and sports, and I look forward to working closely with the Board and the management team as they create value for their shareholders and athletes everywhere.”

Eddy has served as President and Chief Executive Officer of BJ’s since April 2021. He was appointed Chairman in June 2023 and has served on the company’s Board of Directors since 2021. Eddy first joined BJ’s in 2007 as Senior Vice President, Finance, was named Executive Vice President and Chief Financial Officer in 2011 and became Executive Vice President, Chief Financial and Administrative Officer in 2018.

Prior to joining BJ’s, Eddy worked with retail and consumer products companies as a member of the audit and business advisory practice of PwC in Boston and San Francisco.

Eddy serves on the Board of Directors and Executive Committee of the National Retail Federation and the Board of Trustees of The Boston Children’s Hospital. He is a former member of the Board of Directors of Troon Golf. Eddy is also a member of the College Advisory Board for Babson College, his alma mater.

With Eddy’s appointment, the DICK’S Sporting Goods Board will expand to 12 directors.

About DICK'S Sporting Goods, Inc.
DICK'S Sporting Goods (NYSE: DKS) creates confidence and excitement by inspiring, supporting and personally equipping all athletes to achieve their dreams. Founded in 1948 and headquartered in Pittsburgh, the leading omnichannel retailer serves athletes and outdoor enthusiasts in more than 850 DICK'S Sporting Goods, Golf Galaxy, Public Lands, Moosejaw, Going Going Gone! and Warehouse Sale stores, online, and through the DICK'S mobile app. DICK'S also owns and operates DICK'S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping.


Driven by its belief that sports have the power to change lives, DICK'S has been a longtime champion for youth sports and, together with its Foundation, has donated millions of dollars to support under-resourced teams and athletes through the Sports Matter program and other community-based initiatives. Additional information about DICK'S business, corporate giving, sustainability efforts and employment opportunities can be found on dicks.com, investors.dicks.com, sportsmatter.org, dickssportinggoods.jobs and on Facebook, Twitter and Instagram.

CONTACT:
Media Relations
(724) 273-5552
press@dcsg.com

Category: Company
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v3.23.2
Cover Page
Sep. 13, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 13, 2023
Entity Registrant Name DICK'S SPORTING GOODS, INC.
Entity Incorporation, State DE
Entity File Number 001-31463
Entity Tax Identification Number 16-1241537
Entity Address Line One 345 Court Street
Entity Address, City Coraopolis
Entity Address, State PA
Entity Address, Postal Zip Code 15108
City Area Code 724
Local Phone Number 273-3400
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol DKS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001089063
Amendment Flag false
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