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: March 21, 2007
DICK’S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31463
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16-1241537 |
| (State or other jurisdiction of
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(Commission File No.) |
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
300 Industry Drive, RIDC Park West
Pittsburgh, Pennsylvania 15275
(Address of Principal Executive Offices) (Zip Code)
(724) 273-3400
(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:
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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 13d-4(c) under the Exchange Act (17 CFR
240.13-4(c)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
In July 2006,
Dick’s Sporting Goods, Inc. (the “Company” or “Dick’s”) established the Dick’s
Sporting Goods Supplemental Smart Savings Plan (the “2006 Plan”), which allows certain
members of management to annually defer a portion of their existing compensation. The 2006 Plan was
implemented because certain members of management have historically been restricted in their
ability to participate in the Company’s existing 401(k) Plan because of qualified plan testing
rules. In December 2006, Dick’s made certain technical amendments to the 2006 Plan which caused
certain executives to no longer be eligible to participate in
the 2006 Plan.
On March 21, 2007, the Compensation Committee of Dick’s approved the implementation of the
Dick’s Sporting Goods Officers’ Supplemental Savings Plan, (the “Officers Plan”), a voluntary
nonqualified deferred compensation plan effective April 1, 2007, for the purpose of attracting high
quality executives and promoting in its key executives increased efficiency and an interest in the
successful operation of the Company. Certain key executives (or other
participants as the Board of Directors of the Company may determine)
will be eligible to participate in the Officers Plan. These executives are being afforded
the opportunity to participate in the Officers Plan because they are no longer eligible to
participate in the 2006 Plan.
Under the Officers Plan, eligible participants have the opportunity to defer under it up to
25% of their base salary and up to 100% of their annual bonus, and may allocate amounts deferred
under the Officers Plan among a range of investment choices. Participant deferral amounts are 100%
vested, and matching contributions become 100% vested after five years of plan participation, or
upon participant’s death, disability or upon a change in control of the Company. Eligible
participants may elect to receive distributions of discretionary
contributions from the Officers Plan as a lump sum, in annual
installments, with any installment term between two and twenty years, or a combination of the two
options. Matching contributions may be distributed only after age 55. Distributions are also triggered upon a participant’s death or disability (as defined in
applicable treasury regulations) or in the event of certain hardships or changes of control (each
as defined under Section 409A of the Internal Revenue Code).
Under the Officers Plan, the Company is required to match amounts deposited into plan
accounts at a rate of 20% of the participant’s annual deferral, up to a $200,000 maximum match per
year. Matching amounts are contributed as one lump sum at the end of the year, and the participant
must be an eligible participant as of December 31st to receive the matching contribution
for that year. The Company also has the ability to make a discretionary matching contribution as
determined from time to time by the Company. The Officers Plan is intended to and shall be
interpreted to comply in all respects with Section 409A of the Internal Revenue Code and applicable
authorities promulgated thereunder and those provisions of the Employee Retirement Income Security
Act of 1974, as amended, applicable to an unfunded plan maintained to provide deferred compensation
benefits for a select group of management or highly compensated employees. The Company may at any
time direct the Officers Plan’s administrator to amend or terminate the Officers Plan, except that
no amendment or termination may reduce a participant’s account balance.