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): August 19, 2021
DICK'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 25, 2021, the Company issued a press release announcing its results for the second fiscal quarter ended July 31, 2021 and certain other information that is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 8.01. OTHER EVENTS
On August 19, 2021, the Board of Directors of Dick's Sporting Goods, Inc. authorized and declared a quarterly dividend in the amount of $0.4375 per share on the Company's Common Stock and Class B Common Stock, and declared a special dividend of $5.50 per share on the Company's Common Stock and Class B Common Stock. Both the quarterly dividend and the special dividend are payable in cash on September 24, 2021 to stockholders of record at the close of business on September 10, 2021.
The Company's Amended and Restated 2012 Stock and Incentive Plan (the "2012 Plan"), requires that the exercise price of outstanding stock options granted under the 2012 Plan be reduced in an amount equal to the per share value of the special dividend, subject to the payment of the special dividend. The 2012 Plan does not require an adjustment to the exercise price of outstanding stock options granted under the 2012 Plan due to the Company's payment of a quarterly dividend.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibits are being furnished pursuant to Item 601 of Regulation S-K and General Instruction B.2 to this Form 8-K:
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| | Press Release dated August 25, 2021 by Dick's Sporting Goods, Inc. furnished herewith |
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: August 25, 2021 | By: | /s/ LEE J. BELITSKY |
| Name: | Lee J. Belitsky |
| Title: | Executive Vice President – Chief Financial Officer |
Exhibit Index
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| | Press Release dated August 25, 2021 by Dick's Sporting Goods, Inc. furnished herewith |
