DICK'S SPORTING GOODS, INC.

8-K · dks-20260610.htm iXBRL

0001089063 2026-06-10 2026-06-10 0001089063 2025-06-11 2025-06-11

   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 10, 2026
  
 DICK'S SPORTING GOODS, INC.
 (Exact Name of Registrant as Specified in Charter)
 Delaware 001-31463 16-1241537
 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 345 Court Street , Coraopolis , PA 15108
 (Address of Principal Executive Offices)
  
 ( 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:

 ☐ 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 DKS The New York Stock Exchange

  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. o

 TABLE OF CONTENTS
  
  
 ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 3

 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 4

 SIGNATURE
 5

 ITEM 5.07        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 (a)  The 2026 annual meeting of stockholders (the “Annual Meeting”) of DICK'S Sporting Goods, Inc. (the “Company”) was held on June 10, 2026.

 (b)  Four (4) proposals were submitted by the Company's Board of Directors (the "Board") to a vote of Company stockholders, and the final results of the voting on each proposal are noted below.

The Company’s stockholders (i) elected each of the Board’s eleven (11) nominees for Director for terms that expire in 2027, or until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (iv) did not approve a stockholder proposal requesting that the Company issue a report describing the Company’s women’s rights related business risk and decision framework.

 Proposal No. 1- Election of Directors
 Nominee For Withheld Broker Non-Vote
 Mark J. Barrenechea 281,692,506 1,907,391 5,021,189
 Emanuel Chirico 280,316,661 3,283,236 5,021,189
 William J. Colombo 270,561,253 13,038,644 5,021,189
 Robert W. Eddy 271,802,875 11,797,022 5,021,189
 Anne Fink 267,900,358 15,699,539 5,021,189
 Larry Fitzgerald, Jr. 272,477,931 11,121,966 5,021,189
 Lauren R. Hobart 282,592,577 1,007,320 5,021,189
 Sandeep Mathrani 282,457,729 1,142,168 5,021,189
 Desiree Ralls-Morrison 283,210,164 389,733 5,021,189
 Lawrence J. Schorr 270,530,309 13,069,588 5,021,189
 Edward W. Stack 272,833,779 10,766,118 5,021,189

 Proposal No. 2 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, as disclosed in the Company's 2026 Proxy Statement
 For Against Abstain Broker Non-Vote
 280,925,384 2,544,487 130,026 5,021,189

 Proposal No. 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2026
 For Against Abstain Broker Non-Vote
 286,986,978 1,550,740 83,368 —

 Proposal No. 4 - Stockholder Proposal - Request for Report on Women's Rights Related Business Risk and Decision Framework.

 For Against Abstain Broker Non-Vote
 166,344 282,793,235 640,318 5,021,189

 ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS
  
 (d)  Exhibits.

 Exhibit No.   Description
 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 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.
  
  
 DICK'S SPORTING GOODS, INC.

 Date: June 12, 2026 By: /s/ NAVDEEP GUPTA
 Name: Navdeep Gupta
 Title: Executive Vice President - Chief Financial Officer

 Exhibit Index
  
  
 Exhibit No.   Description
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)