Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Following the Annual Meeting, on
Article II, Section 1 and Article III, Section 5 of the Bylaws were amended to clarify that meetings of the stockholders and Board, respectively, may be held solely by means of remote communication.
Article II, Section 2 and Article III, Section 3 of the Bylaws were amended to clarify the timing requirements of notices submitted by stockholders in connection with annual meetings.
Article III, Section 14 of the Bylaws was amended to clarify that no director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power.
The foregoing summary of the amendments to the Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Board submitted at the Annual Meeting four proposals to a vote of the stockholders. The final results of the voting on each proposal are presented below.
Proposal Number 1 - Election of Directors
The Board nominated each of the nominees set forth below to serve as a Class III Director for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2023, or until his successor is elected or qualified. The stockholders elected the three nominees to serve as Class III Directors of the Company pursuant to the following vote:
Nominee For Against Abstain Broker Non-Votes Anthony F. Crudele 12,581,885 256,343 52,104 1,712,368 James A. Hilt 12,649,128 188,300 52,904 1,712,368 Jamere Jackson 11,240,957 1,597,817 51,558 1,712,368
Proposal Number 2 - Ratification of Independent Registered Public Accounting Firm
The stockholders were asked to ratify the appointment of
For Against Abstain 14,326,540 215,591 60,569
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Proposal Number 3 - Advisory Vote on Executive Compensation
For Against Abstain Broker Non-Votes 9,721,753 2,937,638 230,941 1,712,368 Proposal Number 4 - Approval ofHibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan For Against Abstain Broker Non-Votes 11,964,802 872,385 53,145 1,712,368
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Bylaws ofHibbett Sports, Inc. (as amended onMay 28, 2020 ). 10.1Hibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan; incorporated by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-8 (File No. 333-238767) filed with theSecurities and Exchange Commission onMay 29, 2020 ).
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