DICK'S Sporting Goods, Inc. (DKS)
NYSE: DKS · Real-Time Price · USD
134.72
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Sep 29, 2026, 12:08 PM EDT - Market open
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AGM 2014

Jun 11, 2014

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

Good afternoon, ladies and gentlemen. In accordance with the notice of this meeting, I would like to call to order the 2014 Annual Meeting of Stockholders. I'm Ed Stack, Chairman and CEO of DICK'S Sporting Goods. I'm also a Director of the company and Chairman of today's meeting. On behalf of the Board of Directors and management, I welcome you to our 2014 Annual Meeting of Stockholders, and thank you for your attendance here today. Present today are representatives from Deloitte & Touche LLP, the company's independent auditor. If questions arise during the discussion period that these advisors should appropriately address, they will be glad to respond. At this time, if you've not already done so, would all stockholders please turn in their proxy cards to David Mossé , Senior Vice President, Chief Strategy, General Counsel, and Corporate Secretary for the company.

If any stockholders or representatives of stockholder who are present would like a copy of the notice of the meeting and proxy statement, David will provide one. David Mossé will act as Secretary of this meeting and will now report on the mailing of the notice of this meeting in the presence of a quorum.

David Mossé
SVP, General Counsel, and Corporate Secretary, DICK'S Sporting Goods

Mr. Chairman, this meeting is held pursuant to printed notice mailed on or about April 24th, 2014, to all holders of record of company common stock and Class B common stock, respectively, as of April 14th, 2014. Also, the stock records of the company as of April 14th, 2014, have been available for at least 10 days prior to this meeting in accordance with Delaware law and are available for inspection at this meeting.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

The Board of Directors has appointed Anne Marie Miglietta as the Inspector of Election for today's meeting. She will determine the presence of a quorum, the validity of the proxies, and the results of the voting. During the meeting, we will be calculating the votes. After the meeting, the Inspector will deliver a filing with the minutes of this meeting, a written and certified report of all proxy and vote tallies. The Chairman is ready to receive the Inspector's report on the presence of a quorum.

Anne Miglietta
Inspector of Election, DICK'S Sporting Goods

Mr. Chairman, at the close of business on April 14th, 2014, the record date, there were 98,631,601 shares of common stock of the company, each with one vote per share issued and outstanding, and 24,900,870 shares of Class B common stock of the company, each with 10 votes per share issued and outstanding, which collectively represent an aggregate of 347,640,301 votes. The presence at the meeting in person or by proxy of the holders of record of issued and outstanding shares of capital stock, representing the majority of the votes entitled to be cast at the meeting, constitutes a quorum. Holders of record of issued and outstanding shares of capital stock representing the majority of the votes entitled to be cast at the meeting are present at this meeting, either in person or by proxy. Therefore, a quorum is present.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

I hereby declare a quorum present at the meeting. On behalf of the board of directors of the company, I would like to express my appreciation to all stockholders who returned their proxies. I will now ask Anne Marie Miglietta to present the three items for consideration by vote.

Anne Miglietta
Inspector of Election, DICK'S Sporting Goods

We will consider three items at this meeting. First, the election of three Class C directors to serve for three-year terms until the annual meeting of stockholders to be held in 2017 and until their successors shall be elected and qualified. As set forth in the proxy statement made available to all stockholders of record as of April 14th, 2014, the nominees for the Class C directorships who have agreed to stand for election as recommended to the board by our governance and nominating committee and as recommended by the board of directors to be voted upon by the holders of record of the common stock and Class C common stock are Jacqueline A. Fouse, Laurence J. Schorr, and Edward W. Stack. Second is the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2014.

Deloitte & Touche LLP has served as our independent accountant since the audit for the 11th-month period ended January 30th, 1999. For 2013, Deloitte & Touche rendered professional services in connection with the audit of our financial statements and provided tax services. Our audit committee has selected Deloitte & Touche to serve as our independent registered public accounting firm for fiscal 2014. Third is the non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the company's most recent proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. We hereby submit for approval by the stockholders the election of Jacqueline A. Fouse, Laurence J. Schorr, and Edward W. Stack as Class C directors, each to serve for a three-year term and until their successors shall be elected and qualified.

The ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2014, and approval on a non-binding advisory basis of the compensation of the company's named executive officers as disclosed in the company's most recent proxy statement. The company's board of directors has recommended a vote for the election of Jacqualyn A. Fouse, Lawrence J. Schorr, and Edward W. Stack as Class C directors, for ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm, and for approval on a non-binding advisory basis of the compensation of named executive officers. Are there any questions or discussions on these matters? If any stockholder requires a ballot to vote on these matters, please raise your hand and I will provide you with a ballot. Okay. There are no ballots.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

Okay. It appears that everyone has voted. Therefore, I declare that the polls for the voting are now closed. I now ask the inspector to report the results of the voting.

Anne Miglietta
Inspector of Election, DICK'S Sporting Goods

Mr. Chairman, I have completed the tabulation of votes by the stockholders of the three proposals brought forward for consideration. Each of the persons nominated by the board of directors for election have been elected as members of our board of directors for a three-year term, and until their successors are elected and shall have been qualified. Deloitte & Touche LLP has been ratified as the company's independent registered public accounting firm for fiscal 2014, and the compensation of the company's named executive officers, as disclosed in the company's most recent proxy statement, has been approved on an advisory basis. My written report to you will contain the vote tallies for each item.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

Thank you. I hereby declare that Jacqualyn A. Fouse, Lawrence J. Schorr, and Edward W. Stack have been duly elected as directors of the company to serve for a term of three years, and until their successors are elected and shall qualify. That Deloitte & Touche LLP has been ratified as our independent registered public accounting firm for fiscal 2014, and that the compensation of the company's named executive officers, as disclosed on the current proxy statement, has been approved on an advisory basis. If there is no further business to come before the meeting, a motion is in order to adjourn the formal part of the meeting. We shall present the reports on the company.

David Mossé
SVP, General Counsel, and Corporate Secretary, DICK'S Sporting Goods

Mr. Chairman, I move that the meeting be adjourned. I second the motion.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

All in favor?

David Mossé
SVP, General Counsel, and Corporate Secretary, DICK'S Sporting Goods

Aye.

Anne Miglietta
Inspector of Election, DICK'S Sporting Goods

Aye.

David Mossé
SVP, General Counsel, and Corporate Secretary, DICK'S Sporting Goods

Aye.

Ed Stack
Chairman and CEO, DICK'S Sporting Goods

Opposed? I would like to thank everyone for attending today's meeting and for the interest you've shown in the affairs of your company. The motion is carried, and the formal business of this meeting is adjourned. We will now afford our stockholders the opportunity to ask questions or to make comment. I would request, however, that you please address your questions to me, stating your name and confirming the fact that you are a stockholder or a representative of the company. Any questions? There being no questions, I'd like to thank everyone for attending the meeting. We look forward to seeing everyone next year.