UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 16, 2010
(Date of earliest event reported)
DICKS SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31463
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16-1241537 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
345 Court Street
Coraopolis, Pennsylvania 15108
(Address of Principal Executive Offices) (Zip Code)
(724) 273-3400
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN OFFICERS
(e) On March 16, 2010, the Compensation Committee of the Board of Directors of Dicks
Sporting Goods, Inc. (NYSE: DKS) (the Company) approved a special grant of long-term,
performance-based restricted stock (the Long-Term Awards) to certain employees of the Company.
The purpose of the Long-Term Awards is to provide an additional long-term incentive opportunity to
key executives to reinforce and reward the successful achievement of the Companys strategic
initiatives, further align their interests with those of Company stockholders and customers, and
attract and retain the exceptional leadership talent required to support the Companys long-term
growth initiatives.
The Long-Term Awards are governed by and granted pursuant to Section 7 of the Companys
Amended and Restated 2002 Stock and Incentive Plan (the 2002 Plan), and were granted subject to
stockholder approval of the 2002 Plan at the Companys June 2010 Annual Stockholder Meeting.
The performance period for the Long-Term Awards is a three-year period beginning on January
31, 2010 and ending on February 2, 2013. The total number of shares of restricted stock that vest
at the end of the Performance Period will be based on the attainment of established improvement in
one or more of four metrics, which consist of increase in comp. sales, basis point improvement in
margin percent, improvement in inventory turn, and basis point improvement in new store
productivity. No vesting will occur, regardless of the achievement of the metrics, unless 80% of
the total three-year incremental Earnings Before Taxes (EBT) gain is returned to the stockholders
(e.g. total equity expense for the Long-Term Awards can be no more than 20% of the three-year
incremental EBT gain). In addition, participants who are fully dedicated to certain divisions of
the Company will have an additional vesting condition gate, which is improvement in the incremental
EBT over the performance period in their respective businesses.
If the performance and other applicable criteria are satisfied as determined by the
Compensation Committee, then all or part of the Long-Term Award will vest on April 5, 2013. The
maximum number of shares of restricted stock that may vest at the end of the Performance Period for
each of the Companys executive officers is 19,209 shares.