8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 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):  August 19, 2021

DICK'S SPORTING GOODS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31463	16-1241537
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Court Street, Coraopolis, PA 15108

(Address of Principal Executive Offices)

(724) 273-3400

(Registrant's Telephone Number, Including Area Code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DKS	The New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

TABLE OF CONTENTS

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	3
SIGNATURE	4
EXHIBIT INDEX	5

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 19, DICK’S Sporting Goods, Inc. (the “Company’) announced that Mr. Navdeep Gupta has been appointed as the Company's Executive Vice President, Chief Financial Officer, effective October 1, 2021. Mr. Belitsky, the Company's current Chief Financial Officer, will continue to serve as an Executive Vice President overseeing supply chain, real estate, construction, and GameChanger.

Mr. Gupta, age 49, has served as the Company’s Senior Vice President, Chief Accounting Officer since November 2017. Prior to joining the Company, Mr. Gupta most recently served as the Senior Vice President of Finance at Advance Auto Parts, Inc., where he held numerous leadership roles from 2006 to 2017, including Chief Audit Executive, Vice President of Finance and Treasurer, and Director of Finance. There have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Gupta that are required to be disclosed under Item 404(a) of Regulation S-K.

In connection with his appointment as Chief Financial Officer, Mr. Gupta's base salary will increase to $575,000. Mr. Gupta will continue to participate in the Company’s annual short-term incentive plan and his cash incentive award target will increase to 70% of the base salary he earns during a fiscal year, with the actual target payout for 2021 being prorated based on his prior incentive award target. Mr. Gupta will also will also receive a promotional equity grant consisting of (i) a restricted stock grant valued at $140,000, that will vest 100% on the third anniversary of the grant date and (ii) a restricted stock grant valued at $60,000, that will vest at 25% per year each year starting on the first anniversary of the grant date.

A copy of the press release announcing the transition described herein is attached to this report as Exhibit 99.1 and is hereby incorporated by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

The following exhibits are being furnished pursuant to Item 601 of Regulation S-K and General Instruction B.2 to this Form 8-K:

Exhibit No.	Description
99.1	Press Release dated August 19, 2021 by Dick's Sporting Goods, Inc. filed herewith

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 thereunto duly authorized.

 

	DICK'S SPORTING GOODS, INC.
Date: August 19, 2021	By:	/s/ JOHN E. HAYES, III
	Name:	John E. Hayes, III
	Title:	SVP – General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 19, 2021 by Dick's Sporting Goods, Inc. filed herewith

EX-99.1

Exhibit 99.1

DICK’S SPORTING GOODS APPOINTS NAVDEEP GUPTA AS CHIEF FINANCIAL OFFICER

Gupta Succeeds DICK’S Veteran Lee Belitsky in Planned Transition

Belitsky to Continue Oversight of Supply Chain, Real Estate, Construction and GameChanger

PITTSBURGH, Aug. 19, 2021 -- DICK’S Sporting Goods (NYSE: DKS) today announced that Navdeep Gupta has been appointed Executive Vice President, Chief Financial Officer, effective October 1, 2021. Gupta will be responsible for the company’s finance, investor relations, accounting, business development and procurement functions.

Gupta, who has been with DICK’S since November 2017 as Senior Vice President, Finance & Chief Accounting Officer, succeeds Lee Belitsky, who has served as Executive Vice President, Chief Financial Officer, since October 2016. Belitsky will remain with DICK’S as Executive Vice President and continue to oversee several key areas -- supply chain, real estate, construction and GameChanger.

The CFO transition is part of the company's long-term succession plan.

“We are delighted to announce Navdeep’s promotion,” said Lauren Hobart, President and CEO. “His keen financial acumen and strategic vision will be instrumental to the continued growth of the company.”

“I am extremely honored to support Lauren and Ed duringthe next phase of our growth journey,” said Gupta. “I could not be more excited to take on this opportunity, and I look forward to working with our teammates to continue building on our strong foundation.”

Prior to joining DICK'S, Gupta spent 11 years at Advance Auto Parts, Inc. in various leadership roles, most recently serving as Senior Vice President of Finance. Earlier in his career, Gupta held a variety of management roles at Sprint Nextel, and he served as a Lieutenant in the Indian Navy.

Gupta holds a bachelor’s degree in Physics from University of Madras in India and a master’s degree in Business Administration from The College of William and Mary’s Mason School of Business. He will be supported by Belitsky as he transitions into the CFO role.

Belitsky joined DICK’S in 1997 as Vice President & Controller. During his tenure, he has held numerous roles, including EVP, Product Development and PAR; SVP, Product Development; SVP, Store Operations and Distribution/Transportation; SVP, Strategic Planning & Analysis and Treasury Services; SVP, Chief Risk and Compliance Officer; and Treasurer.

“Lee has played an absolutely critical role in our company’s success,” said Ed Stack, Executive Chairman. “He is a trusted partner and advisor, and we are thankful to him for his years of dedicated service as CFO and his partnership in facilitating a smooth transition for Navdeep. We are also pleased Lee will continue to direct important segments of our business and remain a valued member of our executive leadership team.”

###

About DICK'S Sporting Goods, Inc. Founded in 1948, DICK'S Sporting Goods is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. As of July 31, 2021, the Company operated 731 DICK'S Sporting Goods locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through a combination of its dedicated teammates, in-store services and unique specialty shop-in-shops dedicated to Team Sports, Athletic Apparel, Golf, Outdoor, Fitness and Footwear.

Headquartered in Pittsburgh, DICK'S also owns and operates Golf Galaxy and Field & Stream specialty stores, as well as GameChanger, a youth sports mobile app for scheduling, communications, live scorekeeping and video streaming. DICK'S offers its products through a dynamic eCommerce platform that is integrated with its store network and provides athletes with the convenience and expertise of a 24-hour storefront. For more information, visit the Investor Relations page at dicks.com.

Contacts: (724) 273-5552 or press@dcsg.com

Category: Company

XML

Cover Page Cover Page	Aug. 19, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 19, 2021
Entity Registrant Name	DICK'S SPORTING GOODS, INC.
Entity Incorporation, State	DE
Entity File Number	001-31463
Entity Tax Identification Number	16-1241537
Entity Address Line One	345 Court Street
Entity Address, City	Coraopolis
Entity Address, State	PA
Entity Address, Postal Zip Code	15108
City Area Code	724
Local Phone Number	273-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DKS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001089063
Amendment Flag	false