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) February 12,
2009
Hibbett Sports,
Inc.
(Exact
Name Of Registrant As Specified In Its Charter)
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Delaware
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000-20969
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20-8159608
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(State
of Incorporation)
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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451
Industrial Lane
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))
Item
1.01. Entry Into a Material Definitive Agreement
On February 12, 2009, the Board of
Directors (Board) of Hibbett Sports, Inc. (Company) adopted an amendment to the
non-qualified stock option agreement (Agreement) used for grants under the 2006
Non-Employee Director Equity Plan (Plan). The amendment to the
Agreement eliminated a requirement that stock options be exercised within one
year after a director ceases serving on the Board. As a result,
options will expire on the tenth anniversary from the date of
grant. The amendment is applicable to all outstanding and future
grants.
A copy of the amended Non-Employee
Director Non-Qualified Option Agreement is attached hereto as Exhibit
10.1.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; compensatory Arrangements of Certain
Officers.
(c) (1) Appointment
of President. On February 12, 2009, the Board of Directors of
Hibbett Sports, Inc. announced the appointment of Jeffry O. Rosenthal, age 50,
as President and Chief Operating Officer of the Company, effective
immediately.
(2) Mr.
Rosenthal has been employed with the Company since August 1998 and has served as
its Vice President of Merchandising during that time. He has no
family relationship to any of our officers or directors. Prior to
joining the Company, he was Vice President and Divisional Merchandise Manager
for Apparel with Champs Sports, a division of Foot Locker, Inc. from 1981 to
1998.
There are no transactions between the
Company and Mr. Rosenthal that would be reportable under Item 404(a) of the
SEC’s Regulation S-K (Certain Relationships and Related
Transactions).
A copy of the Company’s related press
release is attached hereto as Exhibit 99.1.
Item
7.01. Regulation FD Disclosures.
A copy of a press release relating to
the appointment of Mr. Rosenthal is attached to this report as Exhibit 99.1 and
is incorporated herein by reference.
The information in this Item, including
Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may be incorporated by reference in
another filing under the Exchange Act or Securities Act of 1933 if such
subsequent filing specifically references this Form 8-K.
Item
8.01. Other Events.
In other action on February 12, 2009,
the Board adopted an amendment to the Company’s Corporate Governance Guidelines
(Guidelines) that authorized the position of Lead Director. In the
event the Chairman of the Board is not an independent director, the Board shall
designate a Lead Director who shall be an independent director. The
Board named Alton E. Yother as the Company’s Lead Director. Mr.
Yother has served on the Board since August 2004 and is presently Chairman of
the Company’s Audit Committee and serves as a member of the Compensation
Committee.
Also amended in the Guidelines was the
authorization of an advisory vote of the Company’s outside independent auditors
by Company stockholders at each annual meeting. A copy of the amended
Guidelines is attached hereto as Exhibit 99.2.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Non-Employee
Director Non-Qualified Option Agreement
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99.1
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Press
Release Dated February 17, 2009
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99.2
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Amended
Corporate Governance Guidelines
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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.
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HIBBETT
SPORTS, INC.
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By:
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/s/
Gary A. Smith
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Gary
A. Smith
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Vice
President and Chief Financial
Officer
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February
17, 2009
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Non-Employee
Director Non-Qualified Option Agreement
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99.1
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Press
Release Dated February 17, 2009
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99.2
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Amended
Corporate Governance Guidelines
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