Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2022, Jamere Jackson notified Hibbett, Inc., a Delaware corporation
(the "Company"), of his decision to resign from the Board of Directors of the
Company (the "Board") and as a member of the Audit Committee of the Board (the
"Audit Committee"), effective immediately. Mr. Jackson's decision to resign from
the Board was not the result of any disagreement with the Company over any of
its operations, policies or practices.
On June 10, 2022, the Board appointed Pamela Edwards to fill the vacancy created
by the resignation of Mr. Jackson, effective June 10, 2022. Ms. Edwards will
serve as a Class III member of the Board for a term expiring at the Company's
2023 Annual Meeting of Stockholders, and until her successor is duly elected and
qualified or until her earlier death, resignation, disqualification or removal.
In addition, the Board appointed Ms. Edwards to serve as a member of the Audit
Committee.
Ms. Edwards will receive compensation as a non-employee director of the Company
in accordance with the Company's non-employee director compensation practices
described in the Company's proxy statement filed with the Securities and
Exchange Commission (the "SEC") on April 15, 2022. The initial annual retainer
and initial annual equity grant to be received by Ms. Edwards will be prorated
for her services during the remainder of fiscal year 2023.
There are no arrangements or understandings between Ms. Edwards and any other
person pursuant to which she was appointed as a member of the Board. There are
no family relationships between Ms. Edwards and any director, executive officer,
or any person nominated or chosen by the Company to become a director or
executive officer. There are no related person transactions (within the meaning
of Item 404(a) of Regulation S-K promulgated by the SEC between Ms. Edwards and
the Company.
Item 7.01. Regulation FD Disclosure.
On June 13, 2022, the Company issued a press release (the "Press Release")
announcing Mr. Jackson's resignation from and Ms. Edward's appointment to the
Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, as well as
Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated June 13, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
HIBBETT, INC. 
