ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 25, 2021, the Company issued a press release announcing its results for the second fiscal quarter ended July 31, 2021 and certain other information that is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 8.01. OTHER EVENTS

On August 19, 2021, the Board of Directors of Dick's Sporting Goods, Inc. authorized and declared a quarterly dividend in the amount of $0.4375 per share on the Company's Common Stock and Class B Common Stock, and declared a special dividend of $5.50 per share on the Company's Common Stock and Class B Common Stock. Both the quarterly dividend and the special dividend are payable in cash on September 24, 2021 to stockholders of record at the close of business on September 10, 2021.

The Company's Amended and Restated 2012 Stock and Incentive Plan (the "2012 Plan"), requires that the exercise price of outstanding stock options granted under the 2012 Plan be reduced in an amount equal to the per share value of the special dividend, subject to the payment of the special dividend. The 2012 Plan does not require an adjustment to the exercise price of outstanding stock options granted under the 2012 Plan due to the Company's payment of a quarterly dividend.




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 25, 2021 by Dick's Sporting Goods, Inc.
                           furnished herewith

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