HIBBETT SPORTS INC (Form: 8-K, Received: 04/27/2020 14:48:08)

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): April 27, 2020

Hibbett Sports, Inc.

(Exact name of registrant as specified in its charter)



Delaware	000-20969	20-8159608
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2700 Milan Court

Birmingham, Alabama 35211

(Address of principal executive offices, zip code)

(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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

On April 27, 2020, Hibbett Sports, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, nominated Jamere Jackson for election as a Class III Director at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Jackson is the Executive Vice President and Chief Financial Officer of Hertz Global Holdings Inc. (NYSE: HRI), a multi-billion dollar global rental car and fleet leasing company. Mr. Jackson also serves on the Board of Directors of pharmaceutical giant Eli Lilly & Company (NYSE: LLY), where he is Chair of the Audit Committee and a member of the Finance Committee. The Company further announced in the Press Release that current Class III Director, Ralph T. Parks, will be retiring at the end of his term, and therefore will not stand for re-election at the Annual Meeting. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional information about Mr. Jackson, as well as the Company’s other director nominees and proposals submitted to the Company’s shareholders for approval, can be found in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2020, which is available on the Company’s website at www.hibbett.com, and on the SEC’s website at www.sec.gov, and can be obtained at no charge on these websites.

Item 9.01. Financial Statements and Exhibits.

a.Exhibits.

Exhibit No. Description

99.1 Press Release, dated April 27,2020

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.



April 27, 2020	HIBBETT SPORTS, INC.

	By:	/s/ David Benck
		David Benck
		Senior Vice President and General Counsel

Exhibit 99.1


Contact:						David Benck
						Senior Vice President and General Counsel
						(205) 942-4292

HIBBETT ANNOUNCES NOMINATION OF JAMERE JACKSON

FOR ELECTION TO ITS BOARD OF DIRECTORS

CURRENT DIRECTOR RALPH T. PARKS TO RETIRE FROM HIBBETT

AT 2020 ANNUAL MEETING OF STOCKHOLDERS

BIRMINGHAM, AL (April 27, 2020)—Hibbett Sports, Inc. (Nasdaq/GS: HIBB), an athletic specialty retailer, announced the nomination of Mr. Jamere Jackson for election as a Class III Director at the Company’s 2020 Annual Meeting of Stockholders on May 28, 2020. Current Class III Director, Ralph T. Parks, is retiring from service on the Board of Directors and is not standing for re-election at the Annual Meeting in accordance with the Board’s Director tenure policy.

Mr. Jackson is the Chief Financial Officer of Hertz Global Holdings Inc. (NYSE: HRI), a multi-billion dollar global rental car and fleet leasing company. He also serves on the Board of Directors of pharmaceutical giant Eli Lilly & Company (NYSE: LLY), where he is Chair of the Audit Committee and a member of the Finance Committee. Prior to joining Hertz, Jackson was Chief Financial Officer of Nielsen Holdings plc (NYSE: NLSN). Mr. Jackson has very diverse business experience as he spent nearly 10 years at General Electric (NYSE: GE) in a variety of financial leadership roles in GE Corporate, GE Aviation and GE Oil and Gas and held several roles in finance, strategic planning, mergers and acquisitions, and strategic planning at Procter & Gamble (NYSE: PG) and Yum Brands (Pizza Hut) (NYSE: YUM). Mr. Jackson received his undergraduate degree in finance and business economics from the University of Notre Dame in 1990 and is a Certified Public Accountant.

Anthony F. Crudele, Chairman of the Board, stated, “I look forward to welcoming Mr. Jackson to the Hibbett Board of Directors and the experience he will bring to our Board. His CFO experience at publicly traded companies, as well as service as a Board member of a publicly traded company, will add expertise in areas of finance, strategic planning, processes, metrics and data analytics. As a former college athlete and sports enthusiast, he has a unique insight into our team sports merchandise assortment and a strong understanding of our key customer segments. Upon his election, we believe that he will strengthen the overall capabilities of our Board of Directors as we continue to reinforce our Board’s technical and diverse skill sets.”

Mr. Crudele continued, “I would also like to thank Mr. Ralph Parks for his long-tenured service on the Board. Not only has he provided a guiding hand to Hibbett Sports for 18 years, but has also been an icon in the sporting goods industry, having been inducted into the Sporting Goods Industry Hall of Fame in May 2000. Joining the Company in May 2002 and leading as our Compensation Committee Chairman from 2005 to 2017, his distinguished service has been invaluable to us, and we wish him nothing but the best in his retirement.”

Commenting on his nomination, Mr. Jackson stated, “I look forward to the opportunity to work with the Hibbett team. My business experience is very diverse, and I am confident that I can utilize this diversity to assist Hibbett in their growth strategies. I have been a customer of Hibbett Sports, and I consider their operating model to be one of the most efficient models in today’s retail environment. As a former athlete, I look forward to being part of one of the country’s leading athletic inspired retailers.”

About Hibbett Sports

Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with approximately 1,100 stores under the Hibbett Sports and City Gear brands, 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 Brand, 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.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws. Actual future events or results may differ materially from these statements. Readers are referred to the documents filed by Hibbett Sports, Inc. with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

The terms “HIBB,” “Hibbett Sports,” “the Company,” “we,” “us” or “our” refer to Hibbett Sports, Inc., or one or more of its subsidiaries or affiliates, as applicable.

End of Exhibit 99.1