DICK’S SPORTING GOODS, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
POINT 5.02. RESIGNATION OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION AGREEMENTS OF CERTAIN OFFICERS
(e) On March 21, 2023, Dick's Sporting Goods, Inc. (the "Company") approved the grant of long-term performance unit awards (the "Long-Term Awards") to executive officers and certain other employees of the Company effective on April 3, 2023 (the "Grant Date"). The purpose of the Long-Term Awards is to create additional alignment between executive compensation and create stockholder value, ensure continued focus on key organizational initiatives, and to provide financial motivation and to increase retention of senior leaders. The Long-Term Awards are governed by, and were granted pursuant to, the Company's Amended and Restated 2012 Stock and Incentive Plan (the "2012 Plan") and the related performance unit award agreement (the "Award Agreement"). The Long-Term Awards will vest on April 3, 2025 if, and only if, pre-established performance goals are achieved during the fiscal years 2023 and 2024 (the "Performance Period"). The total number of shares that may be deemed earned after the end of the Performance Period will be based on the attainment of metrics relating to total sales, adjusted earnings before taxes, and adjusted merchandise margin. For a recipient to earn and receive his or her Long-Term Award, the recipient also must remain an employee of the Company until the end of the vesting period, except in certain specified circumstances set forth in the Award Agreement. The target value of the Long-Term Awards granted to the Company's named executive officers as set forth below in the Company's most recently-filed proxy statement on May 6, 2022, are as follows (with potential payout ranging from 0 - 200% of the target value): Executive Officer Title Target Value* Edward W. Stack Executive Chairman $1,500,000 Lauren H. Hobart President & Chief Executive Officer $2,500,000 Navdeep Gupta Executive Vice President - Chief Financial
Officer $1,250,000 Vlad Rak Executive Vice President - Chief Technology Officer $1,250,000 * The actual target number of performance units to be granted will be determined based on the closing price per share of the Company's common stock on the Grant Date. The foregoing description of the Long-Term Awards does not purport to be complete and is qualified in its entirety by reference to the 2012 Plan and the Award Agreement, copies of which are filed hereto as Exhibits 10.1 and 10.2, and both of which are incorporated herein by reference.
POINT 9.01. FINANCIAL STATEMENTS AND EXHIBITIONS
(d) Exhibits. Exhibit No. Description Method of Filing 10.1 Registrant's Amended and Restated 2012
Included by reference to Annex 10.1 bis
Stock Incentive Plan the
Registrant’s current report on Form 8-K,
File No.
001-31463 filed June 14, 2021
10.2 Form of 2023 Long-Term Performance-Based
Included by reference to Appendix 10.6i bis
Unit Award Agreement granted under the the
Registrant’s current report on Form 10-K,
Registrant's 2012 Stock and Incentive Plan File No.
001-31463, filed March 23, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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