Delaware
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000-20969
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20-8159608
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2700 Milan Court
Birmingham, Alabama
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35211
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value Per Share
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HIBB |
Nasdaq Global Select Market
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Item 5.07 |
Submission of Matters to a Vote of Security Holders
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1. |
The proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2024, by and among the Company, Genesis Holdings, Inc. (“Parent”), Steps Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”) and,
solely for purposes of certain provisions specified therein, JD Sports Fashion plc, the ultimate parent company of Parent and Merger Sub (the “Merger Agreement”) was approved by the affirmative vote of stockholders holding a majority of the
outstanding shares of Company Common Stock entitled to vote at the Special Meeting, as set forth below:
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For
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Against
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Abstain
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8,130,663
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597,995
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9,246
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2. |
The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers that is based on, or otherwise relates to, the Merger Agreement was approved, on a
non-binding, advisory basis, by the affirmative vote of a majority of the shares of Company Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon, as set forth below:
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For
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Against
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Abstain
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7,715,036
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966,127
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56,741
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HIBBETT, INC.
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By:
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/s/ Robert Volke
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Robert Volke
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Senior Vice President and Chief Financial Officer
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Date: July 19, 2024
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