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 March 10,
2009
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.)
|
451
Industrial Lane
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))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Appointment
of Certain Officers
(1) On
March 10, 2010, the Board of Directors, (Board) of Hibbett Sports, Inc.
(Company) promoted Michael J. Newsome to Executive Chairman of the Board and
Jeffry O. Rosenthal to Chief Executive Officer and President of the Company to
be effective March 15, 2010.
(2) Mr.
Newsome has been employed by the Company in various capacities for over 40 years
and served as our President from 1981 through August 2004 and was named Chief
Executive Officer in September 1999 and Chairman of the Board in March
2004. Mr Rosenthal, age 52, joined the Company in August 1998
as Vice President of Merchandising and was named the Company’s President and
Chief Operating Officer in February 2009.
There are no transactions between the
Company and either Mr. Newsome or Mr. Rosenthal that would be reportable under
Item 404(a) of the SEC’s Regulation S-K (Certain Relationships and Related
Transactions).
A copy of the Company’s related press
release is attached hereto as Exhibit 99.1.
(e) Executive
Compensation
On March 10, 2010, the Compensation
Committee (Committee) of the Board of the Company approved the annual base
salaries (effective January 31, 2010) of the Company’s Named Executive Officers
for Fiscal 2011. The following table sets forth the annual base
salary level of the Company’s Named Executive Officers (NEOs) (which officers
were determined by reference to the Company’s proxy statement, dated April 27,
2009 for Fiscal 2010) and those determined to be NEOs for Fiscal
2011:
|
Base
Salary
|
|||||||||
|
Name
|
Position
|
Fiscal
2010
|
Fiscal
2011
|
||||||
|
Michael
J. Newsome (1)
|
Executive
Chairman of the Board
|
$ | 541,000 | $ | 400,000 | ||||
|
Rebecca
A. Jones (2)
|
Senior
Vice President of Merchandising
|
265,000 | 310,000 | ||||||
|
Cathy
E. Pryor
|
Senior
Vice President of Operations
|
270,000 | 323,000 | ||||||
|
Jeffry
O. Rosenthal (3)
|
Chief
Executive Officer and President
|
325,000 | 400,000 | ||||||
|
Gary
A. Smith
|
Senior
Vice President and Chief Financial Officer
|
286,000 | 340,000 | ||||||
|
|
(1)
|
Served
as CEO and Chairman of the Board through March 15,
2010. Appointed Executive Chairman of the Board effective March
15, 2010.
|
|
|
(2)
|
Hired
by the Company in August 2009.
|
|
|
(3)
|
Served
as President and Chief Operating Officer through March 15,
2010. Appointed to CEO and President effective March 15,
2010.
|
Also, on March 10, 2010, the Committee
authorized the payment of annual incentive (i.e. bonus) awards to each of the
Company’s NEOs in respect to the year ended January 30, 2010 (Fiscal
2010). Consistent with past practice, the payment of the awards is
made upon the Company achieving defined company financial goals and specified
personal goals, if applicable. At the same time, the Committee
established the target bonuses and performance goals for the Fiscal 2011 annual
incentive awards. These target bonuses will be based solely on the
Company’s financial performance during Fiscal 2011. Both fiscal year
annual incentive bonuses were established subject to the Amended 2006 Executive
Officer Cash Bonus Plan adopted previously by the Company’s
stockholders. The following table sets forth cash payments to the
NEOs in respect to their annual incentive awards for Fiscal 2010 and the
incentive bonus target amounts for Fiscal 2011 which may be less or more than
the targeted amount:
|
Annual
Incentive Award
|
|||||||||
|
Name
|
Position
|
Fiscal
2010
|
Fiscal
2011
|
||||||
|
Michael
J. Newsome
|
Executive
Chairman of the Board
|
$ | 595,100 | $ | 400,000 | ||||
|
Rebecca
A. Jones (1)
|
Senior
Vice President of Merchandising
|
99,375 | 186,000 | ||||||
|
Cathy
E. Pryor
|
Senior
Vice President of Operations
|
237,600 | 193,800 | ||||||
|
Jeffry
O. Rosenthal
|
Chief
Executive Officer and President
|
321,750 | 280,000 | ||||||
|
Gary
A. Smith
|
Senior
Vice President and Chief Financial Officer
|
251,680 | 204,000 | ||||||
|
|
(1)
|
Ms.
Jones' bonus was earned based upon the Company’s agreement with her upon
hiring and was not contingent upon Company performance as were the other
NEOs.
|
Equity awards will be granted as of
March 17, 2010 pursuant to the Company’s Statement of Employee Equity Grant
Practices. These awards were granted under the Amended 2005 Equity
Incentive Plan. The restricted stock units were awarded in two
parts: (1) half the award will cliff vest in five years, subject to a
one year perofrmance period based on return on invested capital (ROIC); (2) half
the award will cliff vest in three years, subject to a three year performance
period based on cumulative earnings before income taxes. The
following table sets forth the target restricted stock units to be awarded to
each NEO for Fiscal 2011 upon achievement of specified performance criteria
which may be less or more than the targeted amount:
|
Restricted
|
|||||
|
Name
|
Position
|
Stock
Units
|
|||
|
Michael
J. Newsome
|
Executive
Chairman of the Board
|
24,800 | |||
|
Rebecca
A. Jones
|
Senior
Vice President of Merchandising
|
10,500 | |||
|
Cathy
E. Pryor
|
Senior
Vice President of Operations
|
10,900 | |||
|
Jeffry
O. Rosenthal
|
Chief
Executive Officer and President
|
15,800 | |||
|
Gary
A. Smith
|
Senior
Vice President and Chief Financial Officer
|
11,500 | |||
The Company intends to provide
additional information regarding the compensation awarded, including equity
awards, to the NEOs in respect to and during the year ended January 30, 2010, in
the proxy statement for the Company’s 2010 Annual Meeting of
Stockholders.
Item
7.01. Regulation FD Disclosures.
The information included in Exhibit
99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liabilities
of that section. It may be cinorporated 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 99.1 is furnished pursuant to
Item 5.02(c) and shall not be deemed to be “filed.”
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release dated March 10, 2010
|
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.
|
HIBBETT
SPORTS, INC.
|
||
|
By:
|
/s/
Gary A. Smith
|
|
|
Gary
A. Smith
|
||
|
Senior
Vice President and Chief Financial
Officer
|
||
March 16,
2010
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release dated March 10, 2010
|