HIBBETT INC - FORM 8-K - June 2, 2014

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EX-99.2 - HIBBETT INCncgcharter.htm
EX-99.1 - HIBBETT INCcompensationcommitteecharter.htm
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 (Date of earliest event reported) May 29, 2014



Hibbett Sports, Inc.
(Exact Name Of Registrant As Specified In Its Charter)


Delaware
000-20969
20-8159608
(State of Incorporation)
(Commission
(IRS Employer
 
File Number)
Identification No.)


2700 Milan Court
Birmingham, Alabama  35211
(Address of principal executive offices)

(205) 942-4292
(Registrant's telephone number, including area code)

Not Applicable
(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))
Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 29, 2014, the Annual Meeting of Hibbett Sports, Inc. (Company) was held.  The following proposals were submitted by the Board of Directors of the Company (Board) to a vote of stockholders of the Company and the final results of the voting on each proposal are presented below.

Proposal Number 1 – Election of Directors

Each of the following three Directors was nominated to serve as a Class II Director for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2017 or until his or her successor is elected and qualified.  The three Directors were elected as Directors of the Company, as represented by the votes below:

Nominee
 For
 Withheld
 Broker Non-Votes
Anthony F. Crudele
 
 24,153,963
 
 55,092
 
 834,405
Albert C. Johnson
 24,154,114
 54,941
 834,405
Ralph T. Parks
 
 23,776,772
 
 432,283
 
 834,405

Proposal Number 2 – Selection of Independent Registered Public Accounting Firm

The stockholders were asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2015 ending January 31, 2015.  The appointment was ratified by a majority of votes cast, as indicated below:

For
 Against
 Abstain
 Broker Non-Votes
 24,587,705
 421,398
 34,357
 --

Proposal Number 3 – Advisory Vote on Executive Compensation

The stockholders had the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers.  The voters approved the executive compensation by a majority of votes cast, as indicated below:

For
 Against
 Abstain
 Broker Non-Votes
 24,017,108
 43,843
 148,104
 834,405

Item 8.01  Other Events.

On May 29, 2014, the Board approved amendments to the charters of the Company's Compensation Committee and Nominating and Corporate Governance Committee.  Both charters, as amended, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference into this Item 8.01.

Copies of these amended charters may also be found on the Company's website at www.hibbett.com.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibit Index

Exhibit Number
Description of Exhibits
99.1
Compensation Committee Charter
99.2
Nominating and Corporate Governance Committee Charter



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.



 
HIBBETT SPORTS, INC.
 
 
 
June 2, 2014
By:
/s/ Scott J. Bowman
 
 
Scott J. Bowman
 
 
Vice President and Chief Financial Officer


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