Form 8-K DICK'S SPORTING GOODS, For: Jun 10
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
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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
(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.
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) | |||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT