Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2023, Hibbett, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Board of Directors of the Company (the "Board") submitted at the Annual Meeting four proposals to a vote of the Company's 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 2026, or until his or her 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:
|Anthony F. Crudele||9,248,205||1,026,794||2,642||1,380,779|
|Pamela J. Edwards||10,178,488||96,430||2,723||1,380,779|
|James A. Hilt||10,167,223||107,191||3,227||1,380,779|
Proposal Number 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2024. The appointment of Ernst & Young LLP was ratified by the stockholders pursuant to the following vote:
Proposal Number 3 - Advisory Vote on Executive Compensation
The stockholders were asked to cast a non-binding advisory vote on a resolution to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation pursuant to the following vote:
Proposal Number 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
The stockholders had the opportunity to vote, on a non-binding advisory basis, on how frequently we should seek future advisory votes on the compensation of our Named Executive Officers. Our stockholders expressed a preference that an advisory vote on the compensation of our Named Executive Officers occur every year. The results of the advisory vote were as follows:
|1 Year||2 Years||3 Years||Abstain||Broker Non-Votes|
After consideration of the stockholder voting results and consistent with the Board's original recommendation on the proposal, the Board has determined that the Company will hold an advisory vote on named executive officer compensation each year until the next required stockholder advisory vote on frequency of named executive officer compensation occurs or until the Board otherwise determines that a different frequency for advisory votes on named executive officer compensation is in the best interest of stockholders. The Company is required to hold votes on such frequency every six years.