UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 7, 2022
DICK'S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
| Delaware | 001-31463 | 16-1241537 |
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
345 Court Street, Coraopolis, PA 15108
(Address of Principal Executive Offices)
(724) 273-3400
(Registrant's Telephone Number, Including Area Code)
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | DKS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 8, 2022, the Company issued a press release announcing its results for the fourth fiscal quarter ended January 29, 2022 and certain other information that is furnished as Exhibit 99.1 to this Form 8-K.
ITEM 7.01. REGULATION FD DISCLOSURE
The Company is furnishing the following information:
Beginning in fiscal 2022, the Company is revising its method for determining its comparable store sales calculations. Comparable store sales measures the growth in sales for a store location for a particular period from the corresponding period in the prior year and includes both brick and mortar and eCommerce sales.
Prior to fiscal 2022, relocated store locations were excluded from comparable store sales calculations until the relocated store commenced its 14th full month of operations. Beginning in fiscal 2022, relocated store locations will remain in its calculations. The Company does not view relocations as store closures and believes its revised calculation is consistent with this view.
The table being furnished and included herewith as Exhibit 99.2 presents quarterly and full year comparable store sales results for fiscal 2021 calculated in the same manner as comparable store sales will be calculated beginning in fiscal 2022. The table will be made available on the investor relations section of the Company's website at www.dickssportinggoods.com/investors and such figures will be reflected as the Company's historical comparable store sales results in the future.
ITEM 8.01. OTHER EVENTS
On March 7, 2022, the Board of Directors of Dick's Sporting Goods, Inc. authorized and declared a quarterly dividend in the amount of $0.4875 per share on the Company's Common Stock and Class B Common Stock. The dividend is payable in cash on March 25, 2022 to stockholders of record at the close of business on March 18, 2022.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibits are being furnished pursuant to Item 601 of Regulation S-K and General Instruction B.2 to this Form 8-K:
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| | Press Release dated March 8, 2022 by Dick's Sporting Goods, Inc. furnished herewith |
| | Comparable store sales revisions |
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.
| | | | | | | | |
| DICK'S SPORTING GOODS, INC. |
| | |
| | |
| Date: March 8, 2022 | By: | /s/ NAVDEEP GUPTA |
| Name: | Navdeep Gupta |
| Title: | Executive Vice President – Chief Financial Officer |
Exhibit Index
| | | | | | | | |
| Exhibit No. | | Description |
| | | |
| | Press Release dated March 8, 2022 by Dick's Sporting Goods, Inc. furnished herewith |
| | Comparable store sales revisions |
