On July 19, 2024, Hibbett, Inc. a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 13, 2024. As of the close of business on June 3, 2024, the record date for the Special Meeting, a total of 11,948,003 shares of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), were issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 8,737,904 shares of Company Common Stock were present or represented by proxy, representing approximately 73% of the shares of Company Common Stock issued and outstanding and entitled to vote, which constituted a quorum.
The tables below detail the final voting results for each proposal presented at the Special Meeting:
| 1. | The proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2024, by and among the Company, Genesis Holdings, Inc. (“Parent”), Steps Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, the ultimate parent company of Parent and Merger Sub (the “Merger Agreement”) was approved by the affirmative vote of stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting, as set forth below: |
| For | Against | Abstain |
8,130,663
| 597,995
| 9,246
|
| 2. | The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers that is based on, or otherwise relates to, the Merger Agreement was approved, on a non-binding, advisory basis, by the affirmative vote of a majority of the shares of Company Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon, as set forth below: |
| For | Against | Abstain |
7,715,036
| 966,127
| 56,741
|
In connection with the Special Meeting, the Company also solicited proxies with respect to the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one was not initially obtained was not called because the proposal to adopt the Merger Agreement was approved (the “Adjournment Proposal”). As there were sufficient votes at the Special Meeting to adopt the Merger Agreement, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
