Dick's Sporting Goods' CEO Hosts 2013 Annual Shareholder Meeting (Transcript)

Jun. 5.13 | About: Dick's Sporting (DKS)

Dick's Sporting Goods, Inc. (NYSE:DKS)

2013 Annual Shareholder Meeting

June 05, 2013 1:30 pm ET

Executives

Edward W. Stack - Executive Chairman and Chief Executive Officer

David I. Mossé - Chief Strategy Officer, Senior Vice President and General Counsel

Anne-Marie Megela - Director of Investor Relations

Edward W. Stack

Good afternoon, ladies and gentlemen. In accordance with the notice of this meeting, I'd like to call to order the 2013 Annual Stockholders' Meeting. I'm Ed Stack, Chairman and CEO of Dick's Sporting Goods, and I'm also the Chairman of today's meeting. On behalf of the Board of Directors and management, I welcome you to the 2013 Annual Meeting of Stockholders, and thank you for your attendance here today.

Present are representatives from Deloitte & Touche LLP, the company's independent auditors. If questions arise during the discussion period that these advisors should appropriately address, they would be glad to do so.

At this time, if you've not already done so, will all stockholders please turn in their proxy cards to David Mossé, Senior Vice President, Chief Strategy Officer, General Counsel and Corporate Secretary for the company. If any stockholder or representative of the stockholder, who's present would like a copy of the notice of the meeting and proxy statement, David will provide one. David Mossé will act as Secretary of this meeting and will now report on the mailing of the notice of this meeting and the presence of a quorum.

David I. Mossé

Mr. Chairman, this meeting is held pursuant to printed notice mailed on or about April 19, 2013, to all holders of record of company common stock and Class B common stock, respectively, as of April 9, 2013. Also the stock records of the Company as of April 9, 2013, have been available for at least 10 days prior to this meeting in accordance with Delaware law and are available for inspection at this meeting.

Edward W. Stack

The Board of Directors has appointed Anne-Marie Megela as the inspector of elections for today's meeting. She will determine the presence of a quorum, the validity of the proxies and the results of the voting. During the meeting, we'll be calculating the votes. After the meeting, the inspector will deliver for filing with the minutes of this meeting a written and certified report of all proxy and vote tallies. The Chairman is ready to receive the inspector's report on the presence of a quorum.

Anne-Marie Megela

Mr. Chairman, as of close of business on April 9, 2013, the record date, there were 100,089,398 shares of common stock of the company, each with one vote per share issued and outstanding; and 24,900,870 shares of Class B Common Stock of the company, each with 10 votes per share issued and outstanding, which collectively represent an aggregate of 349,098,098 votes. The presence at the meeting in person or by proxy of the holders of record of the issued and outstanding shares of capital stock representing a majority the votes entitled to be cast at the meeting constitutes a quorum. Holders of record of issued and outstanding shares of capital stock representing a majority of the votes entitled to be cast at the meeting are present at this meeting either in person or by proxy. Therefore, a quorum is present.

Edward W. Stack

I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who returned their proxies.

I would now ask Anne-Marie to present the 3 items for consideration by vote.

Anne-Marie Megela

We will consider 3 items at this meeting: First, the election of 2 Class B Directors to serve for 3-year terms until the Annual Meeting of Stockholders to be held in 2016 and until their successors shall be elected and qualified. As set forth in the proxy statement made available to all stockholders of record as of April 9, 2013, the nominees for the Class B directorship who have agreed to stand for election as recommended to the board by our Governance and Nominating Committee and as recommended by the Board of Directors to be voted upon by the holders of record of the common stock and Class B Common Stock are Emanuel Chirico and Allen Weiss.

Second is the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2013. Deloitte & Touche LLP has served as our independent accountant since the audit for the 11th month period ended January 30, 1999. For 2012, Deloitte & Touche rendered professional services in connection with the audit of our financial statements and provided tax services. Our Audit Committee has elected Deloitte & Touche as such for 2013.

Third is the nonbinding advisory vote to approve the compensation of the company's named executive officers as disclosed in the company's most recent proxy statement in accordance with the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and narrative disclosure.

We hereby submit for approval by the stockholders: The election of Emanuel Chirico and Allen R. Weiss as Class B Directors, each to serve for a 3-year term and until their successors shall be elected and qualified; the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2013; and approval on a nonbinding advisory basis of the compensation of the company's named executive officers as disclosed in the company's most recent proxy statement. The company's Board of Directors has recommended a vote for the election of Emanuel Chirico and Allen R. Weiss as Class B Directors, for ratification of Deloitte & Touche LLP as the company's independent registered accounting firm, and for approval of the nonbinding advisory basis of the compensation of named executive officers.

Are there any questions or discussions?

If any stockholder requires a ballot to vote on these matters, please raise your hand, and I will furnish you with a ballot. If you vote by ballot, please return your ballots to me promptly.

[Voting]

Edward W. Stack

It appears that everyone has voted. Therefore, I declare that the polls for voting are now closed. I now ask the inspector to report the results of the voting.

Anne-Marie Megela

Mr. Chairman, I have completed the tabulation of votes by the stockholders of the 3 proposals put forward for consideration. Each of the persons nominated by the Board of Directors for election have been elected as members of our Board of Directors for a 3-year term and until their successors are elected and shall have been qualified, the Deloitte & Touche LLP has been ratified as the company's independent registered public accounting firm for fiscal 2013, and the compensation of the company's named executive officers as disclosed in the company's most recent proxy statement has been approved on an advisory basis. My written report to you will contain the vote tallies for each item.

Edward W. Stack

Thank you. I hereby declare that Emanuel Chirico, Allen Weiss have been duly elected as directors of the company to serve for a term of 3 years and until their successors are elected and shall qualify, that Deloitte & Touche LLP has been ratified as our independent registered public accounting firm for fiscal 2013 and that the compensation of the committee's named executive officers as disclosed in the current proxy statement has been approved on an advisory basis.

If there is no further business to come before the meeting, a motion is in order to adjourn the meeting.

Unknown Attendee

Mr. Chairman, I move that the meeting be adjourned.

Unknown Attendee

I second the motion.

Edward W. Stack

All in favor say aye.

[Voting]

Edward W. Stack

Opposed?

[Voting]

Edward W. Stack

The motion is carried, and the business of this meeting is adjourned.

We will now afford stockholders the opportunity to ask questions or to make comments. I would request, however, that you please address your questions to me stating your name and confirming the fact that you are a stockholder or a representative of the stockholder. Are there any questions or discussions?

Question-and-Answer Session

Edward W. Stack

I'd like to thank everyone for attending today's meeting and for the interest you've shown in the [indiscernible] company. This concludes our meeting for the day. Thank you.

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