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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