DKS-2014.06.16-Form 8-K 2014 Annual Meeting



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):  June 11, 2014
 
 
DICK'S SPORTING GOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
001-31463
 
16-1241537
(Commission File Number)
 
(IRS Employer Identification No.)
345 Court Street 
Coraopolis, Pennsylvania
 
15108
(Address of Principal Executive Offices)
 
(Zip Code)
 
(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:

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))






TABLE OF CONTENTS
 
 









ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) Dick's Sporting Goods, Inc. (the "Company") held its Annual Meeting of Stockholders on June 11, 2014.

(b) Three proposals were submitted by the Board to a vote of stockholders, and the final results of the voting on each proposal are noted below. The Company's stockholders elected each of the Board's three nominees for Class C Director for terms that expire in 2017, or until their successors are duly elected and qualified as Class C Directors; ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2014; and approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 24, 2014.
 
Proposal No. 1 - Election of Directors
Nominee
 
For
 
Withheld/Abstain
 
Broker Non-Vote
Jacqualyn A. Fouse
 
321,483,946
 
266,792
 
7,762,630
Lawrence J. Schorr
 
319,036,168
 
2,714,570
 
7,762,630
Edward W. Stack
 
319,792,526
 
1,958,212
 
7,762,630
 
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
For
 
Against
 
Abstain
 
Broker Non-Vote
328,157,334
 
1,295,566
 
60,468
 


Proposal No. 3 - Non-Binding Advisory Vote on the Compensation of Named Executive Officers
For
 
Against
 
Abstain
 
Broker Non-Vote
276,522,927
 
44,942,488
 
285,319
 
7,762,634






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: June 16, 2014
By:
/s/ ANDRÉ J. HAWAUX
 
Name:
André J. Hawaux
 
Title:
EVP – Finance, Administration and Chief Financial Officer