DICK'S Sporting Goods, Inc. (DKS) Earnings Call Transcript & Summary

Good day, and welcome to the DICK'S Sporting Goods Annual Meeting of Stockholders. I would now like to turn the conference over to Ed Stack, Executive Chairman and Chief Merchandising Officer. Please go ahead, sir.

Good morning and welcome. As Executive Chairman of DICK'S Sporting Goods, I would like to call to order the company's 2021 Annual Meeting of the Stockholders. Lauren Hobart, our President and Chief Executive Officer, will now conduct the business of today's meeting.

Thank you, Ed. And good morning, everyone. Now that the meeting has been called to order, you may vote on this year's proposals online if you have your proxy control number and haven't already voted by proxy. Shareholders with a proxy control number may also submit written questions regarding the company's business at any time during the meeting on the virtual meeting website. Shareholders may also submit a question to Deloitte & Touche, our independent auditor. Today, we will answer shareholder questions that we received in advance, and we will post answers to shareholder questions that we receive today on our investor relations website shortly after this meeting. Beth Baran is the company's Assistant Corporate Secretary and will act as the secretary of the meeting. Beth, can you confirm that notice of this meeting was properly given and that a quorum is present?

Yes. The notices were mailed in accordance with the bylaws, beginning on April 28, 2021, and went to all shareholders of record as of April 12, 2021. We have received proxies representing more than 96% of the roughly 300 million votes entitled to be cast at this meeting. This means that we have a quorum present and the meeting may proceed. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, you may do so now through the virtual meeting website. Please remember that if you have already voted by proxy, it is not necessary to vote again. If you plan to vote at this meeting, please vote now because the polls will be closed after the proposals have been presented. After the presentation of the proposals, I will also provide the preliminary voting results.

There are 6 matters to be voted on at this annual meeting. Beth, please present the proposals and the Board of Directors' recommendations.

The first proposal is the election of 4 Class A directors, each for a term that expires in 2022 if proposal 2 is approved by the stockholders or for a term that expires in 2024 if proposal 2 is not approved by the stockholders. The Board's nominees are William J. Colombo, Sandeep Mathrani, Desiree Ralls-Morrison and Larry D. Stone. The second proposal is an amendment to the company's certificate of incorporation to provide for the annual election of directors and eliminate the classified Board structure. The third proposal is an amendment to the company's certificate of incorporation to increase the maximum number of directors to 13. The fourth proposal is the ratification of the appointment of Deloitte & Touche as the company's independent registered accounting firm for fiscal 2021. The fifth proposal is an advisory vote to approve executive compensation as disclosed in the proxy statement. And the sixth proposal is an amendment and restatement of the company's 2012 stock and incentive plan to increase the number of authorized shares reserved for issuance under the plan and to eliminate certain provisions related to performance-based compensation. The Board recommends a vote for each of the nominees; and recommends a vote for proposals 2, 3, 4, 5 and 6. I will now pause briefly to allow shareholders an opportunity to cast their votes if they have not previously done so. [Voting]

Thank you to all who have voted. The polls are now closed, and I will share the preliminary voting results. First, all nominees on the ballot to serve as director have been elected for 1-year terms. Furthermore, both amendments to the company's certificate of incorporation; ratification of the company's auditor, Deloitte & Touche; the advisory vote on executive compensation; and the amendment and restatement of the company's 2012 stock and incentive plan have all been approved. We will disclose the details of the final voting results in a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days.

Thank you, Beth. That concludes the formal business of the meeting. If you submitted questions to either the company or Deloitte & Touche during the meeting, we will post responses shortly on our investor relations website. Beth, would you now please read any shareholder questions we received prior to the meeting?

Lauren, we received one question from shareholders prior to the start of this meeting. The shareholder question related to the company's policies regarding political contributions.

Thanks, Beth. DICK'S does not contribute to political campaigns either directly or through a political action committee, and we have no plans to change that practice. Since there are no further questions, the meeting is adjourned. Thank you again for your attendance today and for your continued support of DICK'S Sporting Goods.

Thank you. The 2021 Annual Meeting of Shareholders of DICK'S Sporting Goods has come to an end. Thank you for attending, and you may now disconnect.