8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 29, 2014

Hibbett Sports, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware	000-20969	20-8159608
(State of Incorporation)	(Commission	(IRS Employer
	File Number)	Identification No.)

2700 Milan Court

Birmingham, Alabama  35211

(Address of principal executive offices)

(205) 942-4292

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

□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)

□Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 29, 2014, the Annual Meeting of Hibbett Sports, Inc. (Company) was held.  The following proposals were submitted by the Board of Directors of the Company (Board) to a vote of stockholders of the Company and the final results of the voting on each proposal are presented below.

Proposal Number 1 – Election of Directors

Each of the following three Directors was nominated to serve as a Class II Director for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2017 or until his or her successor is elected and qualified.  The three Directors were elected as Directors of the Company, as represented by the votes below:

Nominee	For	Withheld	Broker Non-Votes
Anthony F. Crudele	24,153,963	55,092	834,405
Albert C. Johnson	24,154,114	54,941	834,405
Ralph T. Parks	23,776,772	432,283	834,405

Proposal Number 2 – Selection of Independent Registered Public Accounting Firm

The stockholders were asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2015 ending January 31, 2015.  The appointment was ratified by a majority of votes cast, as indicated below:

For	Against	Abstain	Broker Non-Votes
24,587,705	421,398	34,357	--

Proposal Number 3 – Advisory Vote on Executive Compensation

The stockholders had the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers.  The voters approved the executive compensation by a majority of votes cast, as indicated below:

For	Against	Abstain	Broker Non-Votes
24,017,108	43,843	148,104	834,405

Item 8.01  Other Events.

On May 29, 2014, the Board approved amendments to the charters of the Company's Compensation Committee and Nominating and Corporate Governance Committee.  Both charters, as amended, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference into this Item 8.01.

Copies of these amended charters may also be found on the Company's website at www.hibbett.com.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibit Index

Exhibit Number	Description of Exhibits
99.1	Compensation Committee Charter
99.2	Nominating and Corporate Governance Committee Charter

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.

	HIBBETT SPORTS, INC.
June 2, 2014	By:	/s/ Scott J. Bowman
		Scott J. Bowman
		Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

HIBBETT SPORTS, INC.

COMPENSATION COMMITTEE CHARTER

I. Purpose

The primary purpose of the Hibbett Sports, Inc. Compensation Committee (the "Committee") is to assist the Board of Directors (the "Board") in discharging its responsibilities in respect to compensation of the Company's executive officers and to evaluate the objectives, policies and implementation of the Company's executive compensation programs.

II. Organization

The Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of NASDAQ Stock Market and qualify as "outside directors" under Section 162(m) of the Internal Revenue Code and as "non-employee" directors under the rules and regulations of the Securities and Exchange Commission, as determined by the Board. Committee members shall be elected by the Board and shall serve until their successors shall be duly elected and qualified. The Committee's chairperson shall be designated by the full Board. The Committee may form and delegate authority to subcommittees or to management selected by it, to the extent it deems desirable and appropriate, except as may be limited by applicable law or NASDAQ rule. The Committee may revoke any such delegation at any time.

III. Structure and Meetings

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set forth the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation.

IV. Goals and Responsibilities

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

a. Develop guidelines and review the structure and competitiveness of the Company's executive officer compensation programs based on the following factors: (i) the attraction and retention of executive officers; (ii) the appropriate motivation of executive officers to achieve the Company's business objectives in line with the Company's overall strategies for risk management; (iv) the alignment of the interests of executive officers with the long-term interests of the Company's shareholders; and (v) and such other factors as determined by the Board or Committee from time to time;

b. Oversee an evaluation of the performance of the Company's Chief Executive Officer and other executive officers;

c. Make recommendations to the Board with respect to incentive compensation plans and equity-based plans, and establish criteria for the granting of equity awards to the Company's officers and other employees and review and approve the granting of equity awards in accordance with such criteria;

d. Determine, or recommend to the Board for determination, the compensation of the Chief Executive Officer and all other Executive Officers of the Company;

e. Discuss with management the Company's Compensation Discussion and Analysis ("CD&A") for the annual proxy statement; based on the review and discussion, recommend to the Board that the CD&A be included in the Company's annual report or annual proxy statement;

f. Produce a compensation committee report on executive compensation as required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement or annual report on Form 10-K;

g. Support the Board's oversight of risk management by addressing risks inherent in matters under the Committee's purview, including executive compensation, incentive plans and succession planning;

h. Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and

i. Perform other activities consistent with this Charter, the Company's By-laws and governing law as the Committee or the Board deem appropriate.

V.Performance Evaluation

The Committee shall periodically evaluate its performance under this Charter and make any report it deems necessary or desirable to the Board.

VI.Committee Resources

The Committee shall have the authority, in its sole discretion, to retain or obtain advice and seek assistance from internal and external human resources, legal, accounting and other advisors; provided, however, that it may only do so after taking into consideration the following independence factors as well as any other factors required by applicable exchanges and/or the Securities Exchange Act of 1934 and corresponding rules that may be amended from time to time:

(i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; (ii) the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; (iii) the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; (v) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and (vi) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Committee shall determine the extent of funding necessary for the payment of compensation to any consultant retained to advise the Committee and the Company shall provide payment for such funding.

As revised, this charter was adopted by the Company's Board of Directors on May 29, 2014.

End of Exhibit 99.1

EX-99.2

Exhibit 99.2

HIBBETT SPORTS, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

I. Purpose of the Nominating and Corporate Governance Committee

The purpose of the Hibbett Sports, Inc. (the "Company") Nominating and Corporate Governance Committee (the "Committee") is to advise the Board of Directors (the "Board") on the composition, organization, effectiveness, and compensation of the Board and its committees and on other issues relating to the Company's corporate governance.

II. Composition of the Committee

The Committee will have a minimum of three directors, including a chairman appointed by the Board (the "Chairman"). All of the members of the Committee shall meet the independence requirements of the NASDAQ Stock Market, as determined by the Board and, if desired, qualify as "non- employee directors" under the rules and regulations of the Securities and Exchange Commission, as determined by the Board.

Each member should be able to adequately perform the Committee's duties and responsibilities as outlined above and be knowledgeable of the Company's business.

Should any vacancies occur on the Committee, the Chairman shall recommend a replacement to the Board.  The Board may remove a Committee member from the membership of any Committee at any time with or without cause.

III.Number and Nature of Meetings

The Committee will strive to effectively use valuable meeting time through appropriate planning by the Chairman, establishment of a focused agenda and advance distribution of relevant materials/information.

The Committee will meet at least annually and at such other times as may be requested by its Chairman. Committee members may participate in Committee meetings in person or via or teleconference.

The Chairman will report from time to time to the Board on Committee actions and on the fulfillment of the Committee's duties under its Charter. The Chairman shall designate a person to keep minutes of all Committee meetings except for executive sessions, which will be made available to all Board members upon their request.

The Chairman will prepare an agenda for all regular Committee meetings. The agenda and all materials to be reviewed at the meeting should be received by the Committee members as far in advance of the meeting day as practicable.

IV.Authority

The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent advisors. The Company shall provide for appropriate funding for such advisors.

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, provided that decisions of such subcommittee shall be presented to the full Committee at its next scheduled meeting.

The Committee shall make regular reports to the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the Committee's own performance.

V.Duties & Responsibilities

In furtherance of the Committee's purposes, and in addition to any other responsibilities which may be assigned by the Board from time to time hereunder, the Committee shall have the following duties and responsibilities:

A.Director Nominations

· establish criteria for the selection of directors;

· identify individuals qualified to become Board members, and consider candidates properly recommended by the Company's stockholders;

· recommend to the Board of Directors selected nominees to stand for election at meetings of the stockholders or to be appointed by the Board to fill vacancies;

· make recommendations regarding procedures for the nomination process;

B.Board and Committee Effectiveness

· conduct an annual performance self-evaluation of the corporate governance and nominating functions of the Committee;

· establish criteria and processes for, and lead the Board in, the Board's annual performance self-evaluation;

· conduct an annual review of each of the directors on the Board including the Chief Executive Officer ("CEO") in the event the CEO is a director ;

· review requests of any executive officer or director to serve on the board of directors of any other publicly-traded company;

C.Board Structure and Director Compensation

· review and make recommendations to the Board with respect to, the size, structure, composition, independence, processes and practices of the Board and its standing committees;

· make recommendations to the Board regarding the number of standing and temporary committees and the duties and responsibilities of those committees;

· recommend committee assignments to the Board, including rotation or reassignment of any chair or committee member;

· make recommendations regarding policies for compensation (including equity) and equity ownership guidelines for Board members who are not employees, in line with the Company's overall strategies for risk management; and

· establish and review guidelines for reimbursing directors for expenses, including travel costs of attending Board and committee meetings;

D.Corporate Governance

· monitor current developments in the regulation and practice of corporate governance, with the assistance of company counsel, including NASDAQ listing standards and Securities and Exchange Commission regulations, and make recommendations to the Board on all matters of corporate governance;

· review and assess the adequacy of the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval;

· interpret the foregoing Corporate Governance Guidelines as needed;

E.Stockholder Communications and Disclosure

· establish procedures for receipt of communications from stockholders and, as appropriate, recommend to the Board actions to be taken in response to such communications, including formal shareholder proposals; and

· assist management in the preparation of the disclosure in the Company's annual proxy statement and other documents filed with the SEC regarding director independence and the operations of the Committee.

As adopted by the Company's Board of Directors at their meeting on May 29, 2014.

End of Exhibit 99.2