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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
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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 (see General Instruction A.2):
| 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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the following matters were submitted to the vote of the stockholders, with the results of voting on each such matter as set forth below.
1. The Company’s stockholders approved a proposal to re-elect the following two Class C directors to the Company’s Board of Directors, each to hold office until the 2026 annual meeting of stockholders (and until each such director’s successor shall have been duly elected and qualified), with voting results as follows:
| Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes | |||||
| Jennifer H. Dunbar |
7,103,591 | 685,051 | 80,078 | 6,014,381 | ||||
| Steven G. Miller |
7,367,114 | 417,750 | 83,856 | 6,014,381 |
2. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement, with voting results as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 6,548,593 | 821,481 | 498,646 | 6,014,381 |
3. The Company’s stockholders voted regarding the frequency of future advisory votes on executive compensation and voted, on an advisory basis, that the Company should hold such future advisory votes on executive compensation every year, with voting results as follows:
| Every Year |
Every Two Years |
Every Three Years |
Votes Abstaining |
Broker Non-Votes | ||||
| 6,669,171 | 62,070 | 990,161 | 147,318 | 6,014,381 |
4. The Company’s stockholders approved a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023, with voting results as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 13,564,938 | 196,356 | 121,807 | 0 |
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.
| BIG 5 SPORTING GOODS CORPORATION |
| (Registrant) |
| Date: June 13, 2023 |
| /s/ Barry D. Emerson |
| Barry D. Emerson |
| Executive Vice President, Chief Financial Officer and Treasurer |
