HIBBETT SPORTS INC (Form: 8-K, Received: 05/26/2021 08:59:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2021

Hibbett Sports, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-20969	20-8159608
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2700 Milan Court

Birmingham, Alabama 35211

(Address of principal executive offices)

(205) 942-4292

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	HIBB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2021, the Board of Directors (the “Board”) of Hibbett Sports, Inc., a Delaware corporation (the “Company), appointed Linda Hubbard to fill the vacancy created by the previously announced retirement of Jane F. Aggers, effective immediately following such retirement on May 26, 2021. Ms. Hubbard will serve as a Class II member of the Board for a term expiring at the Company’s 2022 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. Hubbard to serve as a member of the Audit Committee of the Board.

Since 2013, Ms. Hubbard has served as the President and Chief Operating Officer of Carhartt, Inc. (“Carhartt”), an apparel manufacturer, wholesaler and retailer headquartered in Dearborn, Michigan whose products are manufactured, sourced and sold globally. Prior to joining Carhartt, Ms. Hubbard was an audit partner at Plante Moran, an audit, accounting, tax, investment banking and wealth management firm, where she provided audit assurance, tax and consulting services to clients in manufacturing, real estate, construction, and distribution. Ms. Hubbard has also served on the Board of Directors of the Federal Reserve Bank of Chicago, Detroit Branch in Detroit, Michigan since 2017.

Ms. Hubbard 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 16, 2021. The initial annual retainer and initial annual equity grant to be received by Ms. Hubbard will be prorated for her services during the remainder of fiscal year 2022.

There are no arrangements or understandings between Ms. Hubbard and any other person pursuant to which she was appointed as a member of the Board. There are no family relationships between Ms. Hubbard 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. Hubbard and the Company.

Item 7.01. Regulation FD Disclosure.

On May 26, 2021, the Company issued a press release (the “Press Release”) announcing Ms. Hubbard’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 May 26, 2021
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HIBBETT SPORTS, INC.

	By:	/s/ David M. Benck
		David M. Benck
May 26, 2021		Senior Vice President and General Counsel

Exhibit 99.1


Contact:						David Benck
						Senior Vice President and General Counsel
						(205) 942-4292

HIBBETT ANNOUNCES APPOINTMENT OF LINDA HUBBARD

TO ITS BOARD OF DIRECTORS

BIRMINGHAM, AL (May 26, 2021)—Hibbett Sports, Inc. (Nasdaq/GS: HIBB), an athletic-inspired fashion retailer, announced the appointment of Ms. Linda Hubbard to the Company’s Board of Directors, effective immediately at the commencement of today’s Annual Meeting of Stockholders. Following the retirement of Jane Aggers, the appointment maintains the size of the Board at 10. Ms. Hubbard will serve on the Audit Committee and will be a Class II Director whose tenure expires at the 2022 Annual Stockholders Meeting.

Ms. Hubbard is the President and Chief Operating Officer of Carhartt, Inc., an apparel manufacturer, wholesaler and retailer which manufactures Carhartt-branded products that are sourced and sold globally. She was promoted to her current role in 2013, developing and executing corporate strategy with oversight over all areas of Carhartt’s business. Ms. Hubbard also serves as Secretary/Treasurer and Director on Carhartt’s Board of Directors. She joined Carhartt in 2002 and has also served as the Company’s Chief Financial Officer. Prior to joining Carhartt, Ms. Hubbard was an audit partner at Plante Moran, one of the nation’s largest certified public accounting and business advisory firms, where she provided audit assurance, tax and consulting services to clients primarily in manufacturing, real estate, construction and distribution. In addition, Ms. Hubbard has served on the Board of Directors of the Federal Reserve Bank of Chicago/Detroit Branch in Detroit, Michigan since 2017 and her term expires in 2022. In her role as Director, she provides the Bank’s leadership and economists with relevant impact analysis of economic events, which has been especially critical during the current economic and health crisis.

Ms. Hubbard received her undergraduate degree from Michigan State University in 1982 and is a Certified Public Accountant and Chartered Global Management Accountant. She qualifies as an “audit committee financial expert” within the meaning of applicable regulations of the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002.

Anthony F. Crudele, Chairman of the Board, stated, “We are pleased to welcome Linda to the Hibbett Board of Directors and we will benefit from the broad skill set she brings to our Board. Linda has partnered with many retailers and brings the vendor’s perspective to our retail experience, as well as strong sourcing and logistics disciplines. Linda’s work on the Board of the Federal Reserve Bank brings a different business and geographic perspective and we look forward to her contribution to the Board.”

Mr. Crudele continued, “I would also like to thank Jane Aggers for her invaluable service and leadership on the Board, having served almost 11 years, with four years as Chair of our Audit Committee and four years as Chair of our Compensation Committee. We wish her the very best in her retirement.”

On her appointment, Ms. Hubbard commented, “I look forward to joining the Hibbett Team; a growth retailer that has done a great job navigating through the pandemic. I am very familiar with many of their markets and Hibbett has built a strong athleisure assortment and demonstrated great apparel instincts. Their growth in ecommerce has been outstanding. I believe that my skill set is complimentary to the Company’s needs and I look forward to contributing to Hibbett’s growth and success.”

About Hibbett Sports

Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with 1,071 Hibbett Sports and City Gear specialty stores located in 35 states nationwide. Hibbett has a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and equipment from top brands like Nike, Jordan and adidas. Consumers can browse styles, find new releases, shop looks and make purchases online or in their nearest store by visiting www.hibbett.com. Follow us @hibbettsports and @citygear on Facebook, Instagram, and Twitter.

End of Exhibit 99.1