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: December 5, 2005
Commission File No. 001-31463
DICK’S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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16-1241537
(I.R.S. Employer
Identification No.) |
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| 300 Industry Drive, RIDC Park West,
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15275 |
Pittsburgh, Pennsylvania
(Address of principal executive offices)
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(Zip Code) |
(724) 273-3400
(Registrant’s telephone number, including area code)
ITEM 1.01. Entry into a Material Definitive Agreement
On December 5, 2005, Dick’s Sporting Goods, Inc., (the “Company”) (NYSE: DKS) announced that Gary
Sterling, the Company’s Senior Vice President — Merchandising, announced his planned retirement.
On November 28, 2005, the Company agreed to terms of employment with Gwen Manto, whereby Ms. Manto
agreed to join the Company as Executive Vice President & Chief Merchandising Officer (the “Offer
Letter”). Ms. Manto is expected to join the Company on or about January 9, 2006. Pursuant to the
Offer Letter, Ms. Manto will receive a gross annual salary of $600,000, and will be eligible to
participate in the Company’s discretionary management bonus plan. Ms. Manto will receive a signing
bonus of $385,000, payable in two installments, which must be refunded if employment is voluntarily
terminated within one year of starting employment, and an initial stock grant of 75,000 shares,
which are cliff vested at three (3) years from her starting employment date. The Company also
agreed to pay to Ms. Manto the value of 8,000 units of unvested restricted stock held by Ms. Manto
in connection with her previous employment at Sears, Roebuck & Company. These payments will be
made in two installments during 2006 and 2007. Additionally, Ms. Manto will be eligible to
participate in the full range of benefits and 401K plan offered to other Company officers.
A copy of the Offer Letter is filed as Exhibit 10.1 to this report and is hereby incorporated by
reference.
Item 7.01. Regulation FD Disclosure
Dick’s Sporting Goods, Inc. issued a press release dated December 5, 2005 to announce the
retirement of Mr. Sterling and selection of Ms. Manto. The press release is set forth in its
entirety and attached as Exhibit 99.1 hereto.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibit.
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Exhibit No.
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Description |
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10.1
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Offer Letter between Dick’s Sporting Goods, Inc. and Gwen Manto, dated November 22, 2005 |
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99.1
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Press release of Dick’s Sporting Goods, Inc. dated December 5, 2005. |