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) September 25, 2019


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)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.   ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share
HIBB
NASDAQ Global Select Market
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2019, the Board of Directors of Hibbett Sports, Inc. (the “Company”) approved the appointment of Scott R. Humphrey as Interim Chief Financial Officer of the Company, effective September 29, 2019.  Mr. Humphrey replaces Christine Skold, who fulfilled her contractual term of service as the Company’s Interim Chief Financial Officer as of September 28, 2019 and has accepted a full-time permanent position with another company. The Board of Directors is continuing its search for a permanent Chief Financial Officer.

Mr. Humphrey, age 49, is currently employed by Vaco Birmingham, LLC (“Vaco”), a professional consulting and recruiting services firm.  Mr. Humphrey most recently served as the Chief Financial Officer of the general partner of Ciner Resources, LP, a publicly traded mining partnership with headquarters located in Atlanta, Georgia, from August 2017 to December 2018. He previously served as the Vice President of Finance for Ciner Resources from October 2015 to August 2017, and as its Director of Investor Relations from August 2013 until October 2015.  Prior to joining Ciner Resources, Mr. Humphrey worked as Treasury Director at Schweitzer-Mauduit International, Inc. from January 2009 until January 2013, and as Corporate Treasurer of HYCO International, Inc. from June 2001 until January 2009.  Mr. Humphrey earned his Bachelor of Science degree in Finance from Boston College and his MBA from Georgetown University.

In connection with the appointment of Mr. Humphrey as Interim Chief Financial Officer, Hibbett Sporting Goods, Inc., the wholly-owned operating subsidiary of the Company (“Hibbett Sporting Goods”), and Mr. Humphrey entered into a Consulting Agreement, effective September 29, 2019, that provides, among other things, for the payment of compensation to Vaco at the rate of $11,250 per week for all consulting services to be provided by Mr. Humphrey through January 31, 2020 (the “Term”).  The Term may be extended at the election of Hibbett Sporting Goods for up to two consecutive thirty day periods ending on March 31, 2020.

In addition to the weekly compensation rate to be paid to Vaco for Mr. Humphrey’s services, Mr. Humphrey is also entitled to receive Company-paid hotel or apartment accommodations and $300 per week as a travel allowance during the Term.  Mr. Humphrey’s consulting services may be terminated by the Company or Hibbett Sporting Goods at any time for “Cause” (as defined in the Consulting Agreement) and by either party for any reason or no reason at all by providing thirty days written notice to the other party.

 The foregoing summary of the Consulting Agreement between Hibbett Sporting Goods and Mr. Humphrey is not intended to be complete and is qualified in its entirety by reference to the copy of the Consulting Agreement attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

There are no transactions between Mr. Humphrey and the Company that would be reportable under Item 404(a) of Regulation S-K.  There also are no family relationships between Mr. Humphrey and any director or executive officer of the Company.

Item 7.01.  Regulation FD Disclosures.

A copy of the press release regarding the events described in Item 5.02 above is being furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.  It may be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description


10.1
Consulting Agreement between Hibbett Sporting Goods, Inc. and Scott R. Humphrey, effective September 29, 2019.

99.1
Press Release dated September 25, 2019.


SIGNATURES

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.
     
 
By:
/s/ David M. Benck
   
David M. Benck
   
Vice President and General Counsel
September 26, 2019

Exhibit Index


Exhibit No. Description


10.1
Consulting Agreement between Hibbett Sporting Goods, Inc. and Scott R. Humphrey, effective September 29, 2019.

99.1
Press Release dated September 25, 2019.

























Exhibit 10.1
Consulting Agreement between Hibbett Sporting Goods, Inc. and Scott R. Humphrey

THIS CONSULTING AGREEMENT (“Agreement”) is made as of September 29, 2019, by and among Hibbett Sporting Goods, Inc. (the “Company”), and Scott Humphrey (“Consultant”).

WHEREAS, Consultant possesses certain valuable knowledge, professional skills and expertise, and the Company desires to have the benefit of Consultant’s service as a consultant to the Company and its affiliates; and

WHEREAS, Company is the wholly-owned operating subsidiary of Hibbett Sports, Inc., a Delaware corporation publicly traded on the Nasdaq Exchange (the “Parent”); and

WHEREAS, it is the desire of the Company and Consultant to have Consultant serve as an independent contractor in an outside consulting capacity to the Company and to the Parent beginning on the date hereof.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:

Section 1.    Services; Term.

(a)  The parties agree that Consultant shall serve as an independent contractor in an outside consulting capacity to the Company for a period beginning on the “Appointment Date” (as defined herein) and continuing until January 31, 2020 (the “Term”). During the Term, Consultant will serve in the role of Interim Chief Financial Officer of the Company and the Parent, with the duties and authority of the position as reflected in Schedule A hereto, and shall perform such other services as are reasonably requested of him by the Board of Directors of the Parent (the “Board”). Consultant agrees to report directly to the Chief Executive Officer and, as requested, to the Board. “Appointment Date” shall mean the date on which the Board appoints Consultant to serve in the role of Interim Chief Financial Officer of the Company and the Parent.

(b)  The parties’ expectation is that Consultant would drive to Birmingham Monday mornings and leave around 2:00 on Thursdays, working from home on Fridays and weekends.  Notwithstanding the foregoing, Consultant agrees that he will work on-site at the Company’s headquarters outside the above-referenced days as reasonably requested by Company.

(c)  At the request of the Company, the Term will be extended for up to two (2) consecutive thirty (30) day periods ending on March 31, 2020.

Section 2.    Compensation.

(a)  As compensation for the services to be rendered by Consultant in accordance with Section 1(a), Company will compensate Vaco Birmingham, LLC as reflected in Schedule B hereto.

(b)  Consultant shall receive $300 per week travel allowance to cover transportation expenses from his home to the office and vice versa, whether rental car, gas, mileage, etc. Company will arrange for and provide, at Company’s choice, hotel or furnished apartment accommodations for Consultant during the Term.

Section 3.    Termination.  During the Term or any extension thereof, either party may terminate Consultant’s consulting services under this Agreement for any reason or no reason at all by providing thirty (30) days written notice to the other party. Notwithstanding the foregoing, the Company or Parent may terminate this Agreement for Cause at any time. As used in this Agreement, “Cause” shall mean (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of Consultant’s engagement; (ii) intentional damage to company’s assets; (iii) intentional disclosure of Confidential Information contrary to Company’s policies; (iv) breach of Consultant’s obligations under this Agreement; (vi) material breach of any of the Company’s policies; (vii) failure or inability to substantially perform Consultant’s duties for the Company (other than as a result of incapacity due to physical or mental illness); or (viii) conduct by you that is demonstrably and materially injurious to the Company or the Parent, monetarily or otherwise.

Section 4.    Consultant as Independent Contractor.  The Company, the Parent and Consultant agree that Consultant shall furnish services as an independent contractor and not as an employee of the Company or Parent. Except as specifically provided for in this Agreement or another writing signed by the Chief Executive Officer, Consultant has no power or authority to act for, represent, or bind the Company or the Parent in any manner, including but not limited to, entering into contracts or agreements.

Section 5.    Confidentiality; Non-Solicitation.

(a)  During the Term of this Agreement and all times thereafter, Consultant shall not disclose, communicate or divulge to any third party, or use, or permit others to use, any Confidential Information of the Company of the Parent. For purposes of this Agreement, “Confidential Information” shall mean all information disclosed to Consultant, or known to Consultant as a consequence of or through Consultant’s engagement with the Company or the Parent, where such information is not generally known by the public or was regarded or treated as proprietary by the Company or the Parent, such information shall include, but shall not be limited to, information concerning the trade secrets, business operations, business records, financial information, marketing plans, marketing efforts, employee information, vendor lists, customer services, or other customer information of the Company, the Parent and their affiliates.

(b)  Consultant shall not, directly or indirectly, during the term of this Agreement and for one (1) year after termination of this Agreement, actively solicit for employment any person who is employed by Company or Parent at the time of such solicitation.

(c)  At the termination of Consultant’s engagement hereunder or at any other time the Company may request, Consultant shall promptly deliver to the Company all property of the Company or Parent, including but not limited to, Confidential Information.


Section 6.    Remedies.  Consultant acknowledges that the Company shall be entitled to recover from Consultant all costs and expenses, including but not limited to, reasonable attorney’s fees and court costs incurred by Company as a result of or arising out of any breach or threatened breach under or pursuant to this Agreement, and such other rights and remedies as Company may have at law or in equity.

Section 7.    Invalid Provisions.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be valid and enforceable to the fullest extent permitted by law without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.    Assignment.  This Agreement is personal and Consultant shall not have the right to transfer or assign any or all of his rights or interest hereunder.

Section 9.    Binding Effect.  This Agreement shall be binding upon and inure to the benefit of Consultant (and his personal representative), the Company, the Parent and any successor organization or organizations which shall succeed to substantially all of the business and property of the Company or the Parent, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Company or the Parent or otherwise, including by operation of law.

Section 10.    Governing Law.  This Agreement and the rights and liabilities of the parties to the Agreement will be construed, interpreted and governed in accordance with the laws of the State of Alabama, without regard to principles of conflicts of laws, and any dispute arising out of this relationship or this Agreement shall be resolved in the courts of Jefferson County, Alabama, or the Northern District of Alabama.

Section 11.    Facsimile.  A signature on a copy of this Agreement received by either party by facsimile or email is binding upon the signing party as an original. Both parties agree that a photocopy of such facsimile or email may also be treated by the parties as a duplicate original.

Section 12.    Entire Agreement.  This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communication and agreements, whether oral or written, between the parties relating thereto.

Section 13.    Captions.  The captions used in this Agreement are intended for descriptive and reference purposes only and are not intended to affect the meaning of any Section hereunder.


[Signature on next page]


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.

HIBBETT
 
CONSULTANT
Hibbett Sporting Goods, Inc.
 
/s/ Scott R. Humphrey
By:
/s/ David Benck
 
Scott Humphrey
Name:
David Benck
   
Title:
Vice President, Corporate Counsel
   





Schedule A

Duties and Authority

The Consultant shall serve as the interim Chief Financial Officer of Hibbett Sports, Inc. and Hibbett Sporting Goods, Inc. and, as requested, their affiliates and subsidiaries and shall have general supervision, direction and control of the financial affairs of the Company and Parent and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him by the Board of Directors or the Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

Consultant is responsible for all aspects of financial and fiscal management and reporting, and shall provide leadership and coordination of the internal control, accounting, compliance, and budgeting efforts of Parent and the Company

In addition, Consultant will have the following reporting and compliance duties and responsibilities as “principal financial officer” and “principal accounting officer” under the Securities Exchange Act of 1934 (Exchange Act) and applicable rules of the Securities and Exchange Commission (SEC), to the extent applicable or arising during the Term:

•together with the CEO, establish and maintain (i) disclosure controls and procedures designed to ensure that material information relating to the Parent is made known to the CEO and Consultant (disclosure controls) and (ii) internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of GAAP financial statements (ICFR);

•make required evaluations and disclosures in the Parent’s SEC filings relating to the effectiveness of, and changes in, disclosure controls and ICFR;

• disclose to the Parent’s independent auditors and the audit committee of the board of directors (a) all ICFR significant deficiencies and material weaknesses, and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s ICFR;

•review the Parent’s annual and quarterly reports prior to filing with the SEC to determine, based on Consultant’s knowledge, that (a) the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading, and (b) the financial statements and other financial information included in the report fairly present in all material respects the financial condition, results of operations and cash flows of the Parent;

•provide required certifications for filing with the SEC as exhibits to the Parent’s annual and quarterly reports with respect to each of the duties described above;

• sign the Parent’s annual and quarterly reports filed with the SEC as principal financial officer and, where applicable, principal accounting officer of the Parent; and

• file required reports on Form 3, 4 and 5 under Section 16 of the Exchange Act.

In addition, Consultant may be asked to review the Parent’s current reports on Form 8-K prior to filing with the SEC.


Schedule B

Addendum to Vaco Client Services Agreement




END OF EXHIBIT 10.1
EXHIBIT 99.1

Contact:
 
David Benck
   
Vice President - Corporate Counsel
   
(205) 942-4292

HIBBETT ANNOUNCES APPOINTMENT OF INTERIM CHIEF FINANCIAL OFFICER

BIRMINGHAM, Ala. (September 25, 2019) – Hibbett Sports, Inc. (NASDAQ/GS: HIBB), an athletic‑inspired fashion retailer, announced today that Scott R. Humphrey is joining the Company as Interim Chief Financial Officer effective September 29, 2019, replacing Christine Skold who fulfilled her contract term and has accepted a full-time permanent position in Nashville.
Mr. Humphrey most recently served as Chief Financial Officer for Ciner Resources, LP, a publicly traded mining company located in Atlanta, Georgia.  Prior to joining Ciner Resources, Mr. Humphrey served in senior treasury positions with Alpharetta-based Schweitzer-Mauduit International and Atlanta‑based HYCO International, Inc.  He holds an M.B.A. from Georgetown University.  Mr. Humphrey will oversee the Company’s financial operations through the fiscal year ending February 1, 2020 as well as assist with the transition when a full-time replacement has been named.  The Board of Directors is continuing its search for a permanent Chief Financial Officer.
Jeff Rosenthal, President and Chief Executive Officer, stated, "We feel very fortunate to have someone with Scott’s extensive strategic execution and investor relations history with a public company as well as his strong treasury and financial planning experience as we head into our planning and budgeting season.  We are pleased that he has contracted to serve in an interim capacity through our fiscal year end and through the transition of our next CFO.  We also want to thank Christine for her invaluable service during a critical time for the Company.  We wish her the very best in her new position."
Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with approximately 1,100 stores under the Hibbett Sports and City Gear banners, primarily located in small and mid-sized communities.  Founded in 1945, Hibbett has a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and equipment from top brands like Nike, Jordan, Adidas, and Under Armour.  Consumers can browse styles, find new releases, shop looks and make purchases online or in their nearest store by visiting www.hibbett.com or www.citygear.com.  Follow us @hibbettsports and @citygear.


A WARNING ABOUT FORWARD LOOKING STATEMENTS:  Certain matters discussed in this press release are “forward looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995.  Forward looking statements address future events, developments or results and typically use words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “forecast,” “guidance,” “outlook,” “estimate,” “continue,” “will,” “may,” “could,” “possible,” “potential” or other similar words, phrases or expressions. For example, our forward-looking statements include statements regarding the search for a permanent Chief Financial Officer.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially, including economic conditions, industry trends, merchandise trends, vendor relationships, customer demand, and competition.  For a discussion of these factors, as well as others which could affect our business, you should carefully review our Annual Report and other reports filed from time to time with the Securities and Exchange Commission, including the “Risk Factors,” “Business” and “MD&A” sections in our Annual Report on Form 10-K filed on April 18, 2019, and in our Quarterly Report on Forms 10-Q filed on July 19, 2019 and September 11, 2019.  In light of these risks and uncertainties, the future events, developments or results described by our forward-looking statements in this document could be materially and adversely different from those we discuss or imply.  We are not obligated to release publicly any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.



END OF EXHIBIT 99.1