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

At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Dick's Sporting Goods, Inc. (the "Company") held on June 9, 2021, stockholders approved the Dick's Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the "Amended and Restated 2012 Plan"), to increase the number of authorized shares reserved for issuance under the plan by 7,500,000 shares and eliminate certain provisions related to performance-based compensation. A description of the Amended and Restated 2012 Plan and related matters is set forth in the Company's definitive proxy statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission on April 28, 2021 (the "2021 Proxy Statement") and is qualified in its entirety by reference to the full text of the Amended and Restated 2012 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Company's Board of Directors (the "Board") previously approved the Amended and Restated 2012 Plan, subject to receipt of stockholder approval at the Annual Meeting.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

At the Annual Meeting, the Company's stockholders approved proposals to amend the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to (i) provide for the annual election of directors and eliminate the classified board structure; and (ii) increase the maximum number of directors to 13 (the "Amendments"). The Company's Charter previously provided for the Board to be divided into three classes, with each class serving a staggered three year term, and a maximum Board size of 11. The Board previously approved the Amendments, subject to receipt of stockholder approval at the Annual Meeting. The Company filed a Certificate of Amendment with the Delaware Secretary of State to effectuate the Amendments, which became effective June 9, 2021. The foregoing descriptions are summaries only, and are qualified in their entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting was held on June 9, 2021.

(b) Six proposals were submitted by the Board to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.

The Company's stockholders elected each of the Board's four nominees for Class A Director for terms that expire in 2022, or until their successors are duly elected and qualified as Class A Directors; approved the amendment to the Company's Certificate of Incorporation to provide for the annual election of directors and eliminate the classified Board structure; approved the amendment to the Company's Certificate of Incorporation to increase the size of the Board from 11 to 13; ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2021; approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's 2021 Proxy Statement; and approved the amendment and restatement of the Company's 2012 Stock and Incentive Plan to increase the number of authorized shares reserved for issuance under the plan and eliminate certain provisions related to performance-based compensation.


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Proposal No. 1- Election of Directors
Nominee                          For           Withheld       Broker Non-Vote
William J. Colombo           286,646,117       2,061,676         4,083,681
Sandeep Mathrani             288,297,958        409,835          4,083,681
Desiree Ralls-Morrison       288,065,584        642,209          4,083,681
Larry D. Stone               286,289,960       2,417,833         4,083,681


Proposal No. 2- Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to provide for the annual election of directors and eliminate the classified board structure


     For            Against        Abstain       Broker Non-Vote
 288,549,969        28,860         128,964          4,083,681


Proposal No. 3- Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to provide for an increase in the size of the Board, from 11 to 13


     For            Against        Abstain       Broker Non-Vote
 292,336,588        275,815        179,071              -



Proposal No. 4- Ratification of the Appointment of Independent Registered Public
Accounting Firm
     For            Against        Abstain       Broker Non-Vote
 291,526,070       1,121,471       143,933              -



Proposal No. 5- Non-Binding Advisory Vote on the Compensation of Named Executive
Officers
     For            Against        Abstain       Broker Non-Vote
 285,089,333       3,436,419       182,041          4,083,681



Proposal No. 6- Amendment and Restatement of the Company's 2012 Stock and
Incentive Plan
     For            Against         Abstain       Broker Non-Vote
 261,236,101       27,298,990       172,702          4,083,681


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