Date of report (Date of earliest event reported): October 30, 2022
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, PA15108
(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
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On October 30, 2022, Donald J. Germano, Executive Vice President - Stores and Supply Chain of DICK'S Sporting Goods, Inc. (the "Company"), notified the Company that he is retiring from his position effective November 1, 2022.
In connection with his retirement, Mr. Germano and the Company will enter into a Separation Agreement and General Release pursuant to which Mr. Germano will receive a severance payment equal to twelve months of his current base salary, $700,000. The Company's obligations are subject to Mr. Germano's compliance with the terms of the Separation Agreement and General Release, which include an eighteen-month non-competition and non-solicitation period and confidentiality requirements.
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 thereunto duly authorized.
DICK'S SPORTING GOODS, INC.
Date: November 1, 2022
By:
/s/ John E. Hayes III
Name:
John E. Hayes III
Title:
Senior Vice President - General Counsel & Secretary
