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 28,
2009
Hibbett Sports,
Inc.
(Exact
Name Of Registrant As Specified In Its Charter)
|
Delaware
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000-20969
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20-8159608
|
|
(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)
Not
Applicable
(Former
name or former address, if changed since last report)
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
5.03. Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On
May 28, 2009, the Board of Directors (the “Board”) of Hibbett Sports,
Inc. (the “Company”) adopted an amendment to its Bylaws (the “Amendment”) to
include the title of Chief Executive Officer in the definition of principal
executive officer and remove the title of controller from that
definition. The Amendment also makes certain changes to Director
Compensation, as more fully described in Item 8.01 below. The Bylaws
of the Company, as amended, are attached hereto as Exhibit 3.2 and are
incorporated by reference into this Item 5.03.
Item
5.05. Amendment to Code of Business Ethics and Conduct.
On May 28, 2009, the Board of the
Company approved an amendment to the Company’s Code of Business Conduct and
Ethics (the “Code”). The Code was amended to change the threshold for
the review of related party transactions from $100,000 to $120,000, to include a
designated policy for dealing with potential director conflicts of interest, to
prohibit the use of corporate property or information for personal gain and to
make certain administrative changes. The Code, as amended, is
attached hereto as Exhibit 14.1 and is incorporated by reference into this Item
5.05.
Item
8.01. Other Events.
On May 28, 2009, the Board of the
Company approved changes to Director Compensation, effective May 3,
2009. The Board authorized an amendment to the Bylaws that entitles
each non-employee Director to annual cash compensation of not less than $60,000,
with additional annual cash compensation of not less than $35,000 for the
independent Lead Director, $10,000 for the Chairperson of the Audit Committee
and $10,000 for the Chairperson of the Compensation Committee. The
Bylaws also allow non-employee Directors to receive equity compensation in
accordance with duly approved plans. Per meeting fees were
eliminated.
The Bylaws previously provided that the
retainer for each independent Director would be not less than $18,000,
plus for each Board meeting and each meeting of any committee of the Board
attended by such director a fee of not less than: (i) $1,500 if the director
serves as the chair of the Board or the committee of the Board or (ii) $1,000 if
the director does not serve as the chair of the board or the committee of the
Board.
Item 9.01. Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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3.2
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Bylaws
of Hibbett Sports, Inc.
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14.1
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Code
of Business Conduct and Ethics
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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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June 1,
2009