Good afternoon. Welcome. I'm Ed Stack, Chairman and CEO of DICK'S Sporting Goods and Chairman of today's meeting. Representatives from Deloitte and Touche, our independent auditor, are here with us today and we'll be glad to answer questions during the discussion period. Our company's Board of Directors are here and a number of executives are with us also today.
John Hayes, our company's General Counsel will act as secretary of the meeting. Upon entering the meeting, each of you were presented with an agenda for the meeting. On the reverse side of the agenda is a list of rules of conduct for the annual meeting. To conduct an orderly meeting, we ask that participants abide by the rules. John, can you confirm that the notice of this meeting was duly and properly given and a quorum is present?
Yes. The notices were mailed in accordance with the bylaws on April 28, 2017. Also, the company's stock records as of April 12 have been available for at least the past 10 days and are available for inspection at this meeting. A quorum is present today. Record holders representing in the aggregate 322,000,283,209 votes are present at this meeting either in person or by proxy.
Thank you, John. Since a quorum is present, I declare the annual meeting of stockholders of Dick's Sporting Goods, Inc. Duly convened. There are 5 matters to be voted on at this annual meeting as described in your proxy statement: the election of directors the ratification and appointment of Deloitte and Touche as the independent auditors for the current fiscal year and advisory vote to approve executive compensation and advisory vote to determine the frequency of future advisory votes to approve executive compensation and the amendment and restatement of the 2012 stack and Incentive Plan. Jim Brain, Vice President and Controller, has been appointed the Inspector of the election for this meeting.
He will determine the validity of the proxies and the voting results, which will be calculated during the meeting. Jim, please present the Board of Directors' recommendations to the stockholders at this time.
The first matter is the election of 3 Class C directors, each for a term that expires in 2020. The Board's nominees are Edward W. Stack, Jacqueline A. Fouse and Lawrence J. Shore.
I move that these nominees be elected to the Board of Directors.
Is there a second? 2nd. The company has not received notice of any other nominations as required by the bylaws. Therefore, I declare the nominations closed. The next matter of this ratification of the appointment of Deloitte and Touche as the company's independent registered accounting firm for fiscal 2017.
I move that the appointment of Deloitte and Touche be ratified.
Is there a second? 2nd.
The third matter is the advisory vote on executive compensation. I move that the compensation of the named executive officers as described in the proxy statement be approved.
Is there a second? 2nd.
The next matter is the advisory vote on the frequency of future advisory votes on executive compensation. I move that the frequency of future advisory votes on executive compensation be held every 1 year. Is there a second? 2nd. The final matter is the amendment and restatement of the 2012 stock and incentive plan.
I move that the Dick's Sporting Goods Inc. 2012 stock and incentive plan as amended and restated as described in the proxy statement be approved. Is there a second?
Are there any questions regarding the proposals? If there are no questions, the polls will open and voting shall commence. I'll ask all stockholders who have not already done so to please turn in their proxy cards to John Hayes. Any stockholder who wants a ballot should raise his or her hand. If you have a legal proxy, you will be given a ballot.
It is not necessary to ask for a ballot if you've already received and sent in your proxy. If you have previously sent in a proxy, please do not execute a separate ballot unless you desire to revoke your proxy. I now declare the polls closed. The Inspector of the election shall now tally all votes and return the results to the Secretary. The secretary has received the report of the Inspector of Elections.
John, will you please give the results? Yes. The requisite number of shares present has voted in favor of the board's recommendation for all five matters presented. The vote tallies for each item will be contained in Mr. Breen's written report as Inspector of Election.
The 3 nominees have been duly elected as Class C Directors of the company, each for a term that expires in 2020. Deloitte Touche's selection is the company's independent registered public accounting firm for the next fiscal year has been ratified. The compensation of the named executives have been approved. The shareholders have approved 1 year for the frequency for future advisory votes on compensation of named executive officers. And the 2012 stock and incentive plan as amended and restated has been approved.
The formal business of the meeting is now adjourned. Thank you everyone for attending today's meeting and for your interest in the company. We will now give stockholders the opportunity to ask questions or to make comments. Please state your name and confirm that you're a stockholder or stockholder representative before raising a question or making a comment. Any questions?
There being no questions, I now adjourn the meeting of our stockholders. Thank you for coming.