<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14-a-12
HIBBETT SPORTING GOODS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
[HIBBETT LOGO]
Dear Stockholder:
You are invited to attend the annual meeting of the stockholders of
Hibbett Sporting Goods, Inc. (the "Company"), which will be held at The Harbert
Center, 2019 Fourth Avenue North, Birmingham, Alabama 35203 on Tuesday, June
24, 1997, at 10:00 A.M., local time.
At the meeting, we will elect two (2) Class I directors for a three
year term expiring in 2000, appoint independent public accountants for the
Company, and transact such other business as may come before the meeting.
Information concerning these and other matters concerning the Company are
contained in the accompanying Notice of Annual Meeting and Proxy Statement.
It is important that your shares be voted at the annual meeting.
Therefore, I urge you to read the accompanying Notice of Annual Meeting and
Proxy Statement and to mark, sign and return your proxy on the card contained
therein. Even if you plan to attend the meeting, please return your signed
proxy as soon as possible. Your Board of Directors and I look forward to
meeting with you and sincerely hope you will be present at the meeting.
Sincerely,
/s/ Michael J. Newsome
----------------------
Michael J. Newsome
President
May 10, 1997
Birmingham, Alabama
<PAGE> 3
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1997
-------------------------------------------------
To the Stockholders of
HIBBETT SPORTING GOODS, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Hibbett Sporting Goods, Inc. will be held at The Harbert Center, 2019 Fourth
Avenue North, Birmingham, Alabama 35203 on Tuesday, June 24, 1997, at 10:00
A.M., local time, for the following purposes:
(1) to elect two (2) Class I directors who will serve until the
annual meeting of stockholders in 2000;
(2) to appoint independent public accountants for the Company for
fiscal year 1998; and
(3) to transact such other business as may come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 5, 1997
as the record date for the determination of stockholders who will be entitled
to notice of and to vote at the meeting.
Each stockholder is requested to date, sign and return the
accompanying proxy in the enclosed return envelope, to which no postage need be
affixed if mailed in the United States.
By order of the Board of Directors,
/s/ Maxine B. Martin
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Maxine B. Martin, Secretary
<PAGE> 4
HIBBETT SPORTING GOODS, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1997
INTRODUCTION
SOLICITATION OF PROXIES
The Board of Directors of Hibbett Sporting Goods, Inc. (the "Company")
is furnishing this Proxy Statement to the stockholders of the Company in
connection with its solicitation of proxies for use at the annual meeting of
stockholders (the "Annual Meeting") to be held at The Harbert Center, 2019
Fourth Avenue North, Birmingham, Alabama 35203 on Tuesday, June 24, 1997 at
10:00 A.M., local time, and at any adjournment thereof. The matters to be
voted on at the Annual Meeting include (1) the election of two (2) Class I
directors who will serve until the annual meeting of stockholders in 2000, (2)
the appointment of independent public accountants for the Company for the
fiscal year ending January 31, 1998, and (3) such other business as may
properly come before the Annual Meeting or any adjournment thereof. This Proxy
Statement and the accompanying form of proxy, together with a copy of the
Company's annual report for the fiscal year ending February 1, 1997, were
mailed to stockholders of the Company on or about May 15, 1997.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked by giving written notice of revocation to the Secretary
of the Company at its executive offices, 451 Industrial Lane, Birmingham,
Alabama 35211, at any time before the proxy is voted. If a proxy has been duly
executed and returned in time for the Annual Meeting, and has not been revoked,
the shares represented thereby will be voted at the Annual Meeting by the
persons designated in such proxy in accordance with the instructions set forth
on the form of proxy. In the absence of instructions to the contrary, all
proxies will be voted FOR the proposals described in this Proxy Statement.
Michael J. Newsome and Susan H. Fitzgibbon are named as proxies in the enclosed
form of proxy and have been designated as the directors' proxies by the Board
of Directors.
RECORD DATE AND VOTING STOCK
Each stockholder of record at the close of business on May 5, 1997
(the "Record Date") is entitled to vote at the Annual Meeting. Such
stockholders will be entitled to cast one vote on each proposal to be voted on
at the Annual Meeting for each share of the Company's common stock held on the
Record Date. As of the Record Date, there were 6,134,261 shares of the
Company's common stock outstanding. There is no cumulative voting of the
Company's common stock.
-1-
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of April 10, 1997 by each
person (or group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act")) known by the Company to own
beneficially more than five percent of the Company's common stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF 5% BENEFICIAL OWNERS BENEFICIAL OWNERSHIP(1) CLASS(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
The SK Equity Fund, L.P.(2)(4)
SK Investment Fund, L.P.(2)(4)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830 . . . . . . . . . . . . . . . . . 2,886,721 47.1%
Clyde B. Anderson(3)(4)
402 Industrial Lane
Birmingham, Alabama 35211 . . . . . . . . . . . . . . . 335,746 5.4%
Provident Investment Counsel, Inc.(5)
300 North Lake Avenue
Pasadena, CA 91101-4022 . . . . . . . . . . . . . . . . 316,300 5.2%
</TABLE>
- --------------------------
(1) As used in this table "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the
disposition of any security. A person is deemed as of any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days. Any such security is deemed to be outstanding
for purposes of calculating the ownership percentage of such person,
but is not deemed to be outstanding for purposes of calculating the
ownership percentage of any other person.
(2) Includes 2,855,484 shares owned by The SK Equity Fund, L.P. and 31,237
shares owned by SK Investment Fund, L.P. SKM Partners, L.P. is the
general partner of each of The SK Equity Fund, L.P. and SK Investment
Fund, L.P. Messrs. Karp, Megrue and Saunders are general partners of
SKM Partners, L.P., and, therefore, may be deemed to have beneficial
ownership of the shares shown above as being owned by The SK Equity
Fund, L.P. and SK Investment Fund, L.P. Messrs. Karp, Megrue and
Saunders disclaim beneficial ownership of such shares, except to the
extent that any of them has a limited partnership interest in SK
Investment Fund, L.P.
(3) Includes 24,591 shares owned by various trusts in respect of which Mr.
Anderson's wife is the trustee, 8,196 shares owned by various trusts
in respect of which Mr. Anderson is the trustee and 70,820 shares
subject to options exercisable as of April 17, 1997.
(4) Excludes shares over which such person may be deemed to have
beneficial ownership solely by virtue of certain provisions contained
in the Stockholders Agreement. See "Certain Relationships and Related
Transactions -- Stockholders Agreement." Although all parties to the
Stockholders Agreement have jointly filed with the Securities and
Exchange Commission a report on Schedule 13G detailing their direct
ownership shares of the Company's common stock, each such party
disclaims beneficial ownership of any shares owned by the others.
(5) Includes shares over which Provident Investment Counsel, Inc., a
registered investment advisor, has discretionary authority to buy,
sell and vote, as reported in a Schedule 13G filed with the Securities
and Exchange Commission.
-2-
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION
The directors, nominees for directors and executive officers of the
Company and their ages as of February 1, 1997, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
Nominees for election to serve until annual meeting in 2000 (Class I)
- ---------------------------------------------------------------------
<S> <C> <C>
F. Barron Fletcher, III . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Director
John F. Megrue, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Chairman of the Board; Director
Directors elected or appointed to serve until annual meeting in 1998(Class II)
- ------------------------------------------------------------------------------
Carl Kirkland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Director
Michael J. Newsome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 President; Director
Thomas A. Saunders, III . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Director
Directors elected or appointed to serve until annual meeting in 1999 (Class III)
- --------------------------------------------------------------------------------
Clyde B. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Director
H. Ray Compton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Director
Executive Officers Who Are Not Also Directors or Nominees for Director
- ----------------------------------------------------------------------
Susan H. Fitzgibbon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Vice President and Chief
Financial Officer
Joy A. McCord . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Vice President of Merchandising
Cathy E. Pryor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Vice President of Store
Operations
</TABLE>
Clyde B. Anderson has been a Director of the Company since 1987. Mr.
Anderson has served as the Chief Executive Officer of Books-A-Million, Inc., a
book retailer, since July 1992 and as director and president of Books-A-
Million, Inc. since November 1987.
H. Ray Compton has been a director of the Company since January of
1997. Mr. Compton has been a Director, Executive Vice President and Chief
Financial Officer of Dollar Tree Stores, Inc. since 1986 when he co-founded
that Company.
-3-
<PAGE> 7
Susan H. Fitzgibbon has been Vice President and Chief Financial
Officer of the Company since April 1996. Prior to joining the Company, she
held various financial positions at Bruno's Inc., a supermarket store operator,
from December 1992 through April 1996, serving most recently as Controller.
Prior to Bruno's Inc., Ms. Fitzgibbon served six years at Arthur Andersen LLP.
F. Barron Fletcher, III has been a Director of the Company since 1995.
Mr. Fletcher joined Saunders Karp & Megrue, L.P. as an associate in 1992 and is
currently a principal. Prior to joining Saunders Karp & Megrue, L.P., from
1991 through 1992, Mr. Fletcher was a financial analyst with Wasserstein
Perella & Co. where he served in the merchant banking department and also in
mergers and acquisitions.
Carl Kirkland has been a director of the Company since January 1997.
Mr. Kirkland is a co-founder of Kirkland's, Inc., a leading specialty retailer
of decorative home accessories and gift items, and has served as the Chief
Executive officer and a director of Kirkland's since 1967. Mr. Kirkland also
serves on the board of directors of Union Planters National Bank in Jackson,
Tennessee.
Joy A. McCord has been with the Company since 1986 and has been the
Vice President of Merchandising at the Company since 1995. Prior to 1995, Ms.
McCord held positions as sporting goods buyer and general merchandise manager.
John F. Megrue, Jr. has been a Director and Chairman of the Board of
the Company since 1995. Mr. Megrue has been a partner of SKM Partners, L.P.,
which serves as the general partner of Saunders Karp & Megrue, L.P., a private
equity investment firm, and each of the Funds, since 1992. From 1989 to 1992,
Mr. Megrue served as a Vice President and Principal at Patricof & Co., a
private equity investment firm, and prior thereto he served as a Vice President
at C.M. Diker Associates, a private equity investment firm. Mr. Megrue is
also a Vice Chairman and director of Dollar Tree Stores, Inc.
Michael J. Newsome has been the President of the Company since 1981.
Since joining the Company as an outside salesman over 30 years ago, Mr. Newsome
has held numerous positions with the Company, including as retail clerk,
outside salesman to schools, store manager, district manager, division manager
and president. Prior to joining the Company, Mr. Newsome worked in the
sporting goods retail business for six years.
Cathy E. Pryor has been with the Company since 1988 and has been the
Vice President of Store Operations at the Company since 1995. Prior to 1995,
Ms. Pryor held positions as a district manager and Director of Store
Operations.
Thomas A. Saunders, III, has been a Director of the Company since
1995. Mr. Saunders has been a partner of SKM Partners, L.P., which serves as
the general partner of Saunders Karp & Megrue, L.P. and each of the Funds,
since 1990. Before founding Saunders Karp & Megrue, L.P., Mr. Saunders served
as a Managing Director of Morgan Stanley & Co. Incorporated from 1974 to 1989
and as Chairman of The Morgan Stanley Leveraged Equity Fund II, L.P., from 1987
to 1989. Mr. Saunders is a member of the Board of Visitors of the Virginia
Military Institute and is the Chairman of the Board of Trustees of the
University of Virginia's Darden Graduate School of Business Administration.
Mr. Saunders is also a Trustee of The Thomas Jefferson Memorial Foundation, the
Cold Spring Harbor Laboratory and a director of Dollar Tree Stores, Inc.
-4-
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of April 10, 1997, by (i)
each director, (ii) the President, and (iii) each other executive officer whose
total annual salary and bonus earned during the fiscal year ended February 1,
1997 exceeded $100,000 (the "Named Executive Officers"), and (iv) all directors
and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF DIRECTOR/OFFICER OF BENEFICIAL OWNERSHIP(1) CLASS(1)
- ------------------------ -------------------------------- ------------------
<S> <C> <C>
Clyde B. Anderson(2)(11) . . . . . . . . . . . . . . . 335,746 5.4%
H. Ray Compton(3) . . . . . . . . . . . . . . . . . . . 7,950 *
Susan H. Fitzgibbon(4). . . . . . . . . . . . . . . . . 2,459 *
F. Barron Fletcher, III . . . . . . . . . . . . . . . . 800 *
Carl Kirkland(5) . . . . . . . . . . . . . . . . . . . 5,000 *
Joy A. McCord(6) . . . . . . . . . . . . . . . . . . . 3,348 *
John F. Megrue, Jr.(7)(10)(11) . . . . . . . . . . . . 2,892,721 47.1%
Michael J. Newsome(8) . . . . . . . . . . . . . . . . . 122,950 *
Cathy E. Pryor(9) . . . . . . . . . . . . . . . . . . . 6,359 *
Thomas A. Saunders, III(10)(11) . . . . . . . . . . . . 2,886,721 47.1%
All Directors and Executive
Officers as a group: . . . . . . . . . . . . . . . . . 3,377,333 55.1%
</TABLE>
- --------------------------------
*Less than one percent
(1) As used in this table "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the
disposition of any security. A person is deemed as of any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days. Any such security is deemed to be outstanding
for purposes of calculating the ownership percentage of such person,
but is not deemed to be outstanding for purposes of calculating the
ownership percentage of any other person.
(2) Includes 24,591 shares owned by various trusts in respect of which Mr.
Anderson's wife is the trustee, 8,196 shares owned by various trusts
in respect of which Mr. Anderson is the trustee and 70,820 shares
subject to options exercisable as of April 17, 1997.
(3) Includes 5,000 shares subject to options and 950 shares held in
various trusts.
(4) Includes 2,459 shares subject to options exercisable at April 1, 1997.
(5) Includes 5,000 shares subject to options.
-5-
<PAGE> 9
(6) Includes 2,114 shares subject to options which became exercisable
August 25, 1996, and 984 shares subject to options exercisable at
April 1, 1997.
(7) Includes 2,000 shares held as custodian for Kyle G. Megrue and 2,000
shares held as custodian for Christopher Megrue.
(8) Includes 8,197 shares subject to options which became exercisable
November 1, 1996.
(9) Includes 4,228 shares subject to options which became exercisable
August 25, 1996, and 2,131 shares subject to options exercisable at
April 1, 1997.
(10) Includes 2,855,484 shares owned by The SK Equity Fund, L.P. and 31,237
shares owned by SK Investment Fund, L.P. SKM Partners, L.P. is the
general partner of each of The SK Equity Fund, L.P. and SK Investment
Fund, L.P. Messrs. Karp, Megrue and Saunders are general partners of
SKM Partners, L.P., and, therefore, may be deemed to have beneficial
ownership of the shares shown above as being owned by The SK Equity
Fund, L.P. and SK Investment Fund, L.P. Messrs. Karp, Megrue and
Saunders disclaim beneficial ownership of such shares, except to the
extent that any of them has a limited partnership interest in SK
Investment Fund, L.P.
(11) Excludes shares over which such person may be deemed to have
beneficial ownership solely by virtue of certain provisions contained
in the Stockholders Agreement. See "Certain Relationships and Related
Transactions -- Stockholders Agreement." Although all parties to the
Stockholders Agreement have jointly filed with the Securities and
Exchange Commission a report on Schedule 13G detailing their direct
ownership shares of the Company's common stock, each such party
disclaims beneficial ownership of any shares owned by the others.
THE BOARD OF DIRECTORS
COMPOSITION OF THE BOARD
The Company's Certificate of Incorporation provides that the number of
directors constituting the Board of Directors shall be such number, not more
than nine or less than six, as is established from time to time by resolution
of the Board of Director pursuant to the Bylaws. The Board of Directors
currently consists of eight directors who are divided into three classes of
directors, designated Class I, Class II and Class III. Messrs. Fletcher and
Barry H. Feinberg are currently serving as Class I directors, Messrs. Newsome,
Saunders and Kirkland are currently serving as Class II directors, and Messrs.
Anderson, Megrue and Compton are currently serving as Class III directors. The
Class I directors' terms will expire at the close of the Annual Meeting, while
the Class II directors will continue to serve until the annual stockholder
meeting in 1998, and the Class III directors will continue to serve until the
annual stockholder meeting in 1999. The nominees for election at the Annual
Meeting as Class I directors to serve until the annual meeting of stockholders
in 2000 are Mr. Fletcher, who has been re-nominated, and Mr. Megrue, who has
been nominated in lieu of Mr. Feinberg. If elected as a Class I director, Mr.
Megrue will resign as a Class III director and, accordingly, a vacancy will
exist in Class III after the Annual Meeting which may be filled by a majority
of the directors pursuant to the Company's Certificate of Incorporation and
Bylaws.
-6-
<PAGE> 10
DIRECTOR COMPENSATION
Under the Bylaws, each non-employee director is entitled to an annual
fee of $10,000 plus $500 for each meeting. All directors waived their fees for
the fiscal year ending February 1, 1997. See "Executive Compensation -- Stock
Plan for Outside Directors."
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended February 1, 1997, the Company's Board of
Directors (the "Board") held four regularly scheduled meetings, and each
director attended each regularly scheduled meeting. The Board also held three
special meetings in connection with the Company's initial public offering, and
each of the directors attended each special meeting except for Messrs. Saunders
and Feinberg who did not attend the special meetings of the Board.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established an Executive Committee, an Audit Committee
and a Compensation Committee. No member of the Audit Committee or Compensation
Committee is or will be an officer or employee of the Company or any of its
subsidiaries. The Company does not have a Nominating Committee.
The Executive Committee is authorized to exercise certain of the
powers and authorities of the Board of Directors in the management of the
business and affairs of the Company. The authority of the Executive Committee
does not extend to certain fundamental corporate transactions. The members of
the Executive Committee are Messrs. Anderson, Chairman of the Committee,
Fletcher and Megrue. The Executive Committee is newly established and did not
meet in the fiscal year ended February 1, 1997.
The duties of the Audit Committee are to recommend to the Board the
selection of independent certified public accountants to audit annually the
books and records of the Company, to review the activities and the reports of
the independent certified public accountants, and to report the results of such
review to the Board. The Audit Committee also monitors the adequacy of the
Company's internal controls. The members of the Audit Committee are Messrs.
Anderson, Compton, Chairman of the Committee, Kirkland and Megrue. The Audit
Committee is newly established and did not meet in the fiscal year ended
February 1, 1997.
The duties of the Compensation Committee are to make recommendations
and reports to the Board with respect to the salaries, bonuses and other
compensation to be paid to the Company's officers and to administer all plans
relating to the compensation of such officers. The members of the Compensation
Committee are Messrs. Anderson, Chairman of the Committee, Compton, Kirkland
and Megrue. The Compensation Committee may establish a separate subcommittee,
to be comprised of not less than two (2) of its members, each of whom shall be
"non-employee directors" within the meaning set forth in Rule 16b-3 under the
Exchange Act, and "outside directors" within the meaning set forth in Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
treasury regulations thereunder (the "Compensation Subcommittee"), for the
purpose of taking certain actions relating to the compensation of one or more
of the Company's executives in order to be consistent with the provisions of
these regulations. The Compensation Committee is newly established and did not
meet in the fiscal year ended February 1, 1997.
-7-
<PAGE> 11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that executive officers and
directors of the Company file reports of stock ownership and changes in
ownership with the Securities and Exchange Commission on Form 3 (initial
statement of ownership), Form 4 (monthly report), and Form 5 (annual report).
Based solely upon a review of copies of such reports or representations that no
annual reports on Form 5 for the fiscal year ended February 1, 1997 were
required to be filed by officers or directors, the Company believes that
Section 16(a) filing requirements applicable to its officers and directors were
complied with during said fiscal year, except that directors Fletcher and
Megrue each made one purchase of the Company's common stock in connection with
the initial public offering which was not timely reported on a Form 4, and a
Form 3 was not timely filed for directors Compton and Kirkland after they
became directors of the Company.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth the compensation earned by the Named
Executive Officers in the fiscal year ended February 1, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------------- --------------------------------
AWARDS PAYOUTS
--------------------- ---------
SECURITIES
RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS LTIP ALL OTHER
PRINCIPAL POSITION YEAR (1) SALARY BONUS COMPENSATION AWARDS /SARS(#)(2) PAYOUTS COMPENSATION
- ------------------ -------- ------ ----- ------------ ------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Newsome, 1997 $140,000 $183,600 -0- -0- 22,475 -0- $6,750
President and Director. . . . 1996 $115,000 $126,274 -0- -0- 40,983 -0- $6,750
1995 $105,000 $ 94,566 -0- -0- -0- -0- $6,750
Susan H. Fitzgibbon(4), 1997 $71,000 $35,000 -0- -0- 27,992 -0- -0-
Vice President and Chief
Financial Officer . . . . . .
Joy A. McCord, 1997 $59,400 $44,000 -0- -0- 13,836 -0- $3,541
Vice President of 1996 $55,250 $22,722 -0- -0- 6,342 -0- $2,873
Merchandising . . . . . . . . 1995 $49,600 $16,933 -0- -0- -0- -0- $2,574
Cathy E. Pryor, Vice 1997 $73,077 $64,000 -0- -0- 26,352 -0- $4,309
President of Store 1996 $63,654 $38,401 -0- -0- 12,684 -0- $4,291
Operations. . . . . . . . . . 1995 $55,560 $31,894 -0- -0- -0- -0- $3,265
</TABLE>
- --------------------------
(1) Hibbett's fiscal year ends on the Saturday nearest to January 31 of
each year.
(2) Consists of stock options granted pursuant to the Original
Plan and the 1996 Plan, each as defined below.
(3) Consists of contributions by the Company under the Hibbett Sporting
Goods, Inc. 401(k) Profit Sharing Plan.
(4) Ms. Fitzgibbon joined the Company in April 1996.
-8-
<PAGE> 12
STOCK OPTION PLANS
The Company's stockholders approved and adopted the Hibbett Sporting
Goods, Inc. Stock Option Plan (as amended from time to time, the "Original
Plan") as of August 25, 1995, in order to provide selected officers and
employees of the Company who are responsible for the conduct and management of
its business with equity-based incentives in connection with the performance of
their duties and responsibilities with the Company. The Original Plan
authorized the granting of stock options for the purchase of up to 66,352
shares of common stock. Options on all of these shares have been granted and
the Company's Board of Directors has discontinued future grants of stock
options under the Original Plan. As of April 1, 1996, the Company's
stockholders approved and adopted the Hibbett Sporting Goods, Inc. 1996 Stock
Option Plan (as amended from time to time, the "1996 Plan") under which future
grants of stock options under the Company's stock option program will be made.
The 1996 Plan authorizes the granting of stock options for the purchase of up
to 238,566 shares of common stock.
The Original Plan and the 1996 Plan (collectively, the "Option Plans")
provide for the grant of stock options, which may be non-qualified stock
options or incentive stock options for tax purposes. The Option Plans are
administered by the Compensation Committee, which may delegate its authority to
administer the Option Plans to the Compensation Subcommittee in order to be
consistent with the provisions of Section 162(m) of the Code and the treasury
regulations thereunder. See "Compensation Committee Report on Executive
Compensation -- Deductibility of Compensation." Under the Option Plans, all
full-time employees selected by the Compensation Committee will be eligible to
receive options. The Compensation Committee is authorized to determine the
terms and conditions of all option grants, subject to the limitations that the
option price per share under the Option Plans may not be less than the fair
market value of a share of common stock on the date of grant, and the term of
an option may not be longer than ten years. Payment of the option price may be
made in the discretion of the Compensation Committee in cash or common stock or
a combination thereof. Options granted under the Option Plans are not
transferable except by will or the laws of descent and distribution, and are
exercisable during the optionee's life only by the optionee. In the event of a
change in control (as defined in the Option Plans), the Compensation Committee
may take any action it deems appropriate with respect to outstanding options.
The Option Plans may be amended or terminated by the Compensation
Committee from time to time to the extent deemed appropriate; provided,
however, that no amendment shall be made (i) which would impair the rights of
an optionee without such optionee's consent or (ii) in the case of the Original
Plan, which would increase the number of shares reserved for issuance under
such Plan or change the class of employee eligible to participate in such Plan
absent stockholder approval.
STOCK PLAN FOR OUTSIDE DIRECTORS
The Company's Board of Directors has adopted, and the Company's
stockholders have approved the Hibbett Sporting Goods, Inc. Stock Plan for
Outside Directors (the "Director Plan"), which provides for awards of
nonqualified options to directors of the Company (other than Clyde B. Anderson)
who are not employees of the Company, Saunders Karp & Megrue, L.P., or any
affiliate of either of them ("Eligible Directors"). The purpose of the Director
Plan is to promote the interests of the Company and its stockholders by
increasing the proprietary interest of Eligible Directors in the growth and
performance of the Company.
Pursuant to the Director Plan, each Eligible Director will be granted
an option to purchase 5,000 shares of common stock upon his initial election to
the Board. On the last day of each fiscal year of the Company (commencing in
fiscal year 1998), each Eligible Director shall be granted an additional option
for 2,500 shares of common stock; provided that any person elected as an
Eligible Director during a fiscal year will be granted an option for a prorated
portion of 2,500 shares on the last day of the fiscal year during which such
person was elected. Each option will (i) vest immediately and (ii) expire on
the earlier of the tenth anniversary of the grant date or one year from the
date on which an optionee ceases to be an Eligible Director. The exercise price
per share of common stock will be 100% of the fair market value per share on
the grant date.
-9-
<PAGE> 13
The maximum number of shares of common stock in respect of which
options may be granted under the Director Plan is 50,000. Shares of common
stock subject to options that are forfeited, terminated or canceled will again
be available for awards. The shares of common stock to be delivered under the
Director Plan will be made available from the authorized but unissued shares of
common stock or from treasury shares. The number and class of shares available
under the Director Plan and/or subject to outstanding options may be adjusted
by the Board to prevent dilution or enlargement of rights in the event of
various changes in the capitalization of the Company.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Board has adopted and the Company's stockholders have
approved the Hibbett Sporting Goods, Inc. Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan"). Under the Employee Stock Purchase Plan, a
maximum of 75,000 shares of common stock may be purchased from the Company by
the employees through payroll withholding pursuant to a series of quarterly
offerings. The Employee Stock Purchase Plan is established pursuant to the
provisions of Section 423 of the Code. All full-time employees who have
completed one year of service, except for employees who own common stock of the
Company or options on such stock which represent more than 5% of the common
stock of the Company, are eligible to participate. The Employee Stock Purchase
Plan will be administered by the Compensation Committee. The Compensation
Committee shall have discretion to administer, interpret and construe any and
all provisions of the Employee Stock Purchase Plan. The Compensation
Committee's determinations will be conclusive. In the event of certain
corporate transactions or events affecting the common stock or structure of the
Company, the Compensation Committee may make certain adjustments set forth in
the Employee Stock Purchase Plan. The Board may amend, alter or terminate the
Plan at any time; provided that stockholder approval must generally be obtained
for any change that would require stockholder approval under any regulatory or
tax requirement that the Board deems desirable to comply with or obtain relief
under and subject to the requirement that no rights under an outstanding option
may be impaired by such action without the consent of the holder thereof. The
purchase price of the common stock will be 85% of the fair market value of the
common stock on the date of the offering commencement or termination, whichever
is lower. The shares of common stock which may be purchased pursuant to the
Employee Stock Purchase Plan will be made available from authorized but
unissued shares of common stock or from treasury shares. No employee will be
granted any right to purchase common stock with a value in excess of $25,000
per year.
-10-
<PAGE> 14
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning grants
of stock options made to the Named Executive Officers during the fiscal year
ended February 1, 1997.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
---------------------------------------------------------- -----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(1) IN FISCAL YEAR ($/SH) DATE 5% (4) 10% (4)
---- -------------- ------------ ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Newsome . 22,475(3) 17.53% $16.00 10/10/06 $225,860 $558,978
Susan H. Fitzgibbon. 12,295(2) 9.59% $ 6.10 04/01/06 $237,529 $403,955
15,697(3) 12.24% $16.00 10/10/06 $157,745 $390,402
Joy A. McCord. . . . 4,918(2) 3.84% $6.10 04/01/06 $ 95,012 $161,582
8,918(3) 6.96% $16.00 10/10/06 $ 89,620 $221,800
Cathy E. Pryor . . . 10,655(2) 8.31% $ 6.10 04/01/06 $205,846 $350,073
15,697(3) 12.24% $16.00 10/10/06 $157,745 $390,402
</TABLE>
- -----------------
(1) These options have a term of ten years and vest over a five year
period, in equal installments beginning on the first anniversary of
the grant date.
(2) These options were granted as of April 1, 1996 under the 1996 Plan.
(3) These options were granted as of October 10, 1996 under the 1996 Plan.
(4) The dollar amounts shown are based on certain assumed rates of
appreciation and the assumption that the options will not be exercised
until the end of the expiration periods applicable to the options.
Actual realizable values, if any, on stock option exercises and common
stock holdings are dependent on the future performance of the common
stock. There can be no assurance that the assumed rates of
appreciation will be achieved.
-11-
<PAGE> 15
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
No options were exercised by the Named Executive Officers during the
fiscal year ended February 1, 1997. No stock appreciation rights were
exercised by such executive officers or were outstanding at the end of the
year. The following table sets forth certain information concerning
unexercised options and fiscal year-end option values for the Named Executive
Officers.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE (1)
- ---- ----------------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Michael J. Newsome . . -0- -0- 8,197/55,261 $83,200/338,397
Susan H. Fitzgibbon . . -0- -0- 0/27,992 $0/128,719
Joy A. McCord . . . . . -0- -0- 2,114/18,064 $30,357/112,861
Cathy E. Pryor . . . . -0- -0- 4,228/34,808 $60,714/233,501
- --------------------
</TABLE>
(1) Based on the fair market value of the Company's common stock at the
end of the fiscal year ended February 1, 1997 ($16.25 per share) less
the exercise price payable for such shares.
EMPLOYMENT AGREEMENT
Michael J. Newsome, President of the Company, has entered into an
employment agreement with the Company and a letter agreement with the Board of
Directors of the Company (collectively, the "Employment Agreement") which took
effect on November 1, 1995. The Employment Agreement has an initial term that
expires on November 1, 1998, and provides for annual base salary and annual
incentive bonuses and a one time grant of options to acquire 40,983 shares of
the Company's common stock at an exercise price of $6.10 per share. If the
event Mr. Newsome's employment is terminated without cause, the Employment
Agreement provides that (i) Mr. Newsome will continue to receive his base
salary and certain benefits for what would have been the remainder of the
employment term determined without regard to such termination, provided Mr.
Newsome does not breach the noncompetition clause contained therein, and (ii)
the Company will have the right to purchase and Mr. Newsome will have the right
to sell the shares of common stock held by him on October 31, 1995, at an
agreed upon price. The Employment Agreement includes a noncompetition clause.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Clyde B. Anderson, H.
Ray Compton, Carl Kirkland and John F. Megrue, Jr. No present or former
officer of the Company or its subsidiaries serves as a member of the
Compensation Committee. During fiscal year 1997, there were no interlocking
relationships between any executive officers of the Company and any entity
whose directors or executive officers serve on the Company's Board of Directors
and/or Compensation Committee.
-12-
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ADVISORY AGREEMENTS
On November 1, 1995, the Company entered into an advisory agreement
with Saunders Karp & Megrue, L.P. ("SKM"), a limited partnership the general
partner of which is SKM Partners L.P., which is also the general partner of
each of the Funds. Pursuant to the advisory agreement SKM has agreed to
provide certain financial advisory services to the Company. In consideration
for these services, SKM is entitled to receive an annual fee of $200,000,
payable quarterly in advance. The Company also has agreed to indemnify SKM for
certain losses arising out of the provision of advisory services and to
reimburse certain of SKM's out-of-pocket expenses.
The Company and Clyde B. Anderson have entered into an agreement
effective as of August 1, 1996, pursuant to which the Mr. Anderson will provide
advisory services to the Company. In consideration of these services, Mr.
Anderson is entitled to receive an annual fee of $50,000.
CERTAIN TRANSACTIONS WITH ANDERSON ENTITIES
In February 1996, the Company sold its leasehold interest in its
former headquarters and distribution facility to Anderson & Anderson, LLC, an
entity affiliated with certain Anderson Stockholders (defined below), for
$850,000.
The Company has recently entered into a sublease agreement ("Sublease
Agreement") with Books-A-Million, Inc. ("Books-A-Million"), a book retailer in
the southeastern United States controlled by the Anderson Stockholders,
pursuant to which the Company will sublease certain real estate from
Books-A-Million in Florence, Alabama for one of its stores. The term of the
Sublease Agreement expires in June 2008. Under the Sublease Agreement, the
Company will make annual lease payments to Books-A-Million of approximately
$190,000.
STOCKHOLDERS AGREEMENT
Charles C. Anderson, Sr., Joel R. Anderson, Charles C. Anderson, Jr.,
Terry C. Anderson, Clyde B. Anderson, Harold M. Anderson, certain Anderson
family trusts and certain other persons (the "Anderson Stockholders"), The SK
Equity Fund, L.P. (the "Equity Fund") and SK Investment Fund, L.P. (the
"Investment Fund" and, together with the "Equity Fund", the "Funds"), Mr.
Newsome and the Company entered into a stockholders agreement dated as of
November 1, 1995, as amended (the "Stockholders Agreement"). Except for
provisions relating to indemnification and contribution, the Stockholders
Agreement will terminate when the number of shares of common stock held by the
Anderson Stockholders falls below 323,689. As of February 1, 1997, the
Anderson Stockholders held 824,590 shares of common stock.
The Stockholders Agreement contains provisions which require all
parties thereto to vote their shares in favor of a certain composition of the
Board of Directors of the Company. Under Rule 13d promulgated under the
Exchange Act, each party to the Stockholders Agreement may be deemed to have
shared voting power (and, therefore, beneficial ownership) over all shares
owned by the other parties to the Stockholders Agreement by virtue of this
provision.
The Stockholders Agreement contains certain "tag along" and
"drag-along" provisions which permit and, in certain circumstances, require the
parties thereto to participate in sales of their shares to third parties.
Under Rule 13d promulgated under the Exchange Act, the Funds may be deemed to
have shared dispositive power (and, therefore, beneficial ownership) over all
shares owned by the Anderson Stockholders and Mr. Newsome by virtue of the
"drag-along" provisions.
The Stockholders Agreement also contains registration rights pursuant
to which the Funds and the Anderson Stockholders, under certain circumstances,
may require the Company to register a proposed transaction involving their
-13-
<PAGE> 17
shares under the Securities Act of 1933, as a ended. The Stockholders
Agreement also grants the Funds, the Anderson Stockholders and Mr. Newsome
"piggy back" registration rights, subject to certain limitations, if the
Company proposes to register a transaction involving its common stock. The
Company is obligated to pay all reasonable fees, costs and expenses in
connection with any demand or "piggy back" registration other than underwriting
discounts or commissions. The Stockholders Agreement contains customary
indemnity provisions between the Company and the selling stockholders for
losses arising out of any demand or "piggy back" registration.
REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE
The Compensation Committee was established by the Board of Directors
on January 10, 1997, to oversee the Company's compensation program for the
officers of the Company. Accordingly, the Company's compensation structure for
fiscal year 1997 was determined by the Company's Board of Directors. Going
forward, however, the Compensation Committee will be responsible for
implementing the Company's compensation plans and policies. The Compensation
Committee is comprised of Messrs. Anderson, Compton, Kirkland and Megrue. The
primary function of the Compensation Committee is to make recommendations and
reports to the Board of Directors with respect to salaries, bonuses and other
compensation to be paid to the Company's officers and to administer all plans
relating to the compensation of such officers.
COMPENSATION POLICY
The Company's total compensation structure is comprised of annual base
salary, annual cash bonus payments, and long term equity based compensation
granted pursuant to the Option Plans. The Company's overall compensation
program has been designed to attract and retain key executives and to provide
appropriate incentives to these executives to maximize the Company's long term
financial results for the benefit of the stockholders. A significant portion of
the executive compensation package is comprised of equity based compensation in
order to align the interests of management with those of the stockholders.
Individual compensation levels are based not only upon the relative success of
the Company, but also upon the duties and responsibilities assumed by each
officer, individual performance, and their attainment of individual and
business unit goals.
Base Salary. The salary levels for the Company's executive officers
for the fiscal year ended February 1, 1997, including the salary of Mr. Newsome
as President of the Company, are based upon individual performance and
responsibility, as well as the salary levels paid by other similarly situated
sporting goods and specialty retail companies. Based upon a review of
similarly situated full-line sporting goods and specialty retail companies, the
base salary levels approved by the Board of Directors are generally lower than
the average salary levels of such companies.
Cash Bonuses. The Company's cash bonus program is designed to provide
short-term incentive compensation to the Company's officers based upon
pre-established performance goals for both the Company and each officer. The
Compensation Committee determines the amounts of annual bonus awards for each
officer based upon Company and individual performance. For the fiscal year
ended February 1, 1997, the Board of Directors approved the payment of cash
bonuses to executive officers of the Company, which bonuses ranged from 39% of
annual base salary to 131% of annual base salary and were based upon the
standards described above, with particular emphasis on individual contribution
to the success of the Company during the year and on the performance of those
aspects of the Company's business for which each officer has responsibility.
The fiscal 1997 bonus amounts were based upon the recommendation of Mr. Newsome
to the Board of Directors and the Compensation Committee.
Stock Options. The Option Plans provide for grants of stock options
to the Company's key employees. The payment of equity based compensation to
the Company's officers under the Option Plans is designed to focus their
-14-
<PAGE> 18
attention on the enhancement of stockholder value. On April 1, 1996, options
to purchase a total of 45,409 shares of the Company's common stock at an
exercise price of $6.10 were granted under the 1996 Plan to 36 employees,
including a grant to Ms. Fitzgibbon of options to purchase 12,295 shares of the
Company's common stock, to Ms. McCord of options to purchase 4,918 shares of
the Company's common stock, and to Ms. Pryor of an option to purchase 10,655
shares of the Company's common stock. On October 10, 1996, options to purchase
a total of 82,787 shares of the Company's comon stock at an exercise price of
$16.00 were granted under the 1996 Plan to 76 employees, including a grant to
Ms. Fitzgibbon of options to purchase 15,697 shares of the Company's common
stock, to Ms. McCord of options to purchase 8,918 shares of the Company's
common stock, to Mr. Newsome of options to purchase 22,475 shares of the
Company's common stock, and to Ms. Pryor of options to purchase 15,697 shares
of the Company's common stock. Options granted under the 1996 Plan vest over a
five year period, in equal installments, beginning on the first anniversary of
the grant date. These awards granted to the Company's officers in fiscal year
1997 represent the Company's desire to align the interests of these individuals
with the interests of the Company's stockholders and to provide incentives to
these individuals to enhance the Company's growth and success. The size of the
awards to individual executive officers was determined by the Board of
Directors based upon a subjective assessment of each officer's performance and
individual contribution to the Company, his or her position and level of
responsibility, and other factors.
Compensation of President. The Compensation Committee reviews and
approves the compensation of Michael J. Newsome, the Company's President. For
the fiscal year ended February 1, 1997, Mr. Newsome received a base salary of
$140,000, an increase of 22% from the prior year, and a bonus of $183,600, an
increase of 45% from the previous year. In evaluating the compensation of Mr.
Newsome, the Board of Directors considered not only the salaries of chief
executive officers of other sporting goods retail companies, but also the
importance of Mr. Newsome's influence on the continued financial growth and
success of the Company in the future. The Compensation Committee believes that
compensation under the various plans, both for Mr. Newsome and for the other
executive officers, brings the total potential compensation to appropriate
levels relative to their positions and levels of responsibility.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Code imposes a limitation on the deductibility
of nonperformance-based compensation in excess of $1 million paid to executive
officers. The Compensation Committee does not believe that the limitations on
deductibility imposed by Section 162(m) will be implicated by the Company's
executive compensation program during fiscal year 1998. However, the Board of
Directors has approved the establishment of a separate Compensation
Subcommittee, to be comprised of not less than two (2) of its members, each of
whom shall be "non-employee directors" within the meaning set forth in Rule
16b-3 under the Exchange Act, and "outside directors" within the meaning set
forth in Section 162(m) of the Code and the treasury regulations thereunder,
for the purpose of taking certain actions relating to the compensation of one
or more of the Company's executives in order to be consistent with the
provisions of these regulations. In any event, the Compensation Committee
believes it will be able to manage the Company's executive compensation program
in a manner which will preserve federal ince tax deductions for the foreseeable
future.
Submitted by the following members of the Board of Directors:
/s/ Clyde B. Anderson /s/ John F. Megrue, Jr.
---------------------- -----------------------
/s/ H. Ray Compton /s/ Michael J. Newsome
------------------- ----------------------
/s/ F. Barron Fletcher, III /s/ Thomas A. Saunders
--------------------------- ----------------------
/s/ Carl Kirkland
-----------------
-15-
<PAGE> 19
The Report on Executive Compensation shall not be deemed to be
incorporated by reference as a result of any general incorporation by reference
of this Proxy Statement or any part hereof in the Company's Annual Report to
Stockholders or its Annual Report on Form 10-K.
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total shareholder return on its Common Stock against a cumulative
total return of the Standard & Poors 500 Index and the Company's Peer Group.
The Peer Group consists of the following publicly traded full-line sporting
goods retail corporations: Oshman's Sporting Goods, Inc., Sportmart, Inc.,
Jumbo Sports, Inc., and Sports Authority, Inc. The graph below outlines
returns for the period beginning with the Company's initial public offering
October 11, 1996, to fiscal year end February 1, 1997.
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS
Total Return
------------
Hibbett Sporting Goods, Inc. $101.56
Standards & Poors 500 Index $115.10
Peer Group $ 69.09
-16-
<PAGE> 20
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
COMPOSITION OF THE BOARD
The Company's Certificate of Incorporation provides that the number of
directors constituting the Board of Directors shall be such number, not more
than nine or less than six, as is established from time to time by resolution of
the Board of Directors pursuant to the Bylaws. As noted above, the Board of
Directors currently consists of eight directors who are divided into three
classes, designated Class I, Class II and Class III. Messrs. Fletcher and
Barry H. Feinberg are designated as Class I directors, Messrs. Newsome,
Saunders and Kirkland are designated as Class II directors, and Messrs.
Anderson, Megrue and Compton are designated as Class III directors. The Class
I directors' terms will expire at the close of the Annual Meeting in 1997,
while the Class II directors will continue to serve until the annual
stockholder meeting in 1998, and the Class III directors will serve until the
annual stockholder meeting in 1999.
The Board of Directors proposes the election of John F. Megrue, Jr.
and the re-election of F. Barron Fletcher, III as Class I directors, to hold
office for a term of three years, expiring at the close of the annual meeting
of stockholders to be held in 2000 and until their successors are elected and
qualified. If elected, Mr. Megrue will resign as a Class III director and,
accordingly, a vacancy will exist in Class III after the Annual Meeting which
may be filled by a majority of the directors pursuant to the Company's
Certificate of Incorporation and Bylaws. Proxies may not be voted for a
greater number of persons than the nominees named herein.
The election of each nominee requires the affirmative vote of the
holders of a plurality of the shares of the Company's common stock cast in the
election of directors. Votes that are withheld and shares held in street name
that are not voted in the election of directors (broker nonvotes) will not be
included in determining the number of votes cast. Unless otherwise specified
in the accompanying form of proxy, it is intended that votes will be cast for
the election of all of the nominees as directors.
If the nominee becomes unavailable for election, which is not
anticipated, the directors' proxies will vote for the election of such other
person as the Board of Directors may recommend unless the Board reduces the
number of directors.
The Board recommends that the stockholders vote FOR the nominees.
PROPOSAL NUMBER 2
APPROVAL OF AUDITORS
A proposal to approve the appointment of the firm of Arthur Andersen
LLP as the principal independent accountants of the Company to audit the
financial statements of the Company for the fiscal year ending January 31,
1998, will be presented to the stockholders at the annual meeting. The Audit
Committee of the Board recommends the appointment of Arthur Andersen LLP, which
has served as the principal independent accountants for the Company since 1990.
A representative of Arthur Andersen LLP is expected to be present at the
meeting to respond to questions from stockholders.
If the stockholders do not approve the appointment of Arthur Andersen
LLP, the selection of independent auditors will be reconsidered by the Board of
Directors.
The Board recommends that stockholders vote FOR the proposal.
-17-
<PAGE> 21
OTHER BUSINESS
The directors know of no other matters to be brought before the
meeting other than as described in this Proxy Statement. However, if any other
proper matters are brought before the meeting, the persons named in the
enclosed proxy, or in the event no person is named, Michael J. Newsome and
Susan H. Fitzgibbon, will vote in accordance with their best judgment on such
matters.
MISCELLANEOUS INFORMATION
PROPOSALS OF STOCKHOLDERS
In order for a proposal by a stockholder of the Company to be eligible
to be included in the proxy statement and proxy form for the annual meeting of
stockholders in 1998, the proposal must be received by the Company at its
executive offices, 451 Industrial Lane, Birmingham, Alabama 35211, on or before
January 15, 1997.
GENERAL
The cost of this solicitation of proxies will be borne by the Company.
In addition to solicitation by mail, directors, officers and other employees of
the Company may solicit proxies personally or by telephone or other means of
communication. The Company will request certain banking institutions,
brokerage firms, custodians, trustees, nominees, and fiduciaries to forward
solicitation material to the beneficial owners of shares of the Company held of
record by such persons, and the Company will reimburse reasonable forwarding
expenses.
This Proxy Statement is being mailed together with an Annual Report of
the Company for the fiscal year ended February 1, 1997. A copy of the
Company's Annual Report on Form 10-K for the fiscal year ended February 1,
1997, as filed with the Securities and Exchange Commission, will be furnished
upon request. The exhibits to the Form 10-K will be furnished upon request and
payment of the cost of reproduction. Such written request should be directed
to the Company at its address stated herein.
By Order of the Board of Directors
/s/ Maxine B. Martin
----------------------------------------
Maxine B. Martin, Secretary
-18-
<PAGE> 22
PROXY APPENDIX
HIBBETT SPORTING GOODS, INC.
This Proxy is Solicited by the Board of Directors
for the Annual Meeting of Stockholders
to be held on June 24, 1997
The undersigned hereby constitutes and appoints Michael J. Newsome and
Susan H. Fitzgibbon, or either of them with full power of substitution in
each, proxies to vote all shares of Common Stock of Hibbett Sporting Goods,
Inc. which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held at The Harbert Center, 2019 Fourth Avenue North,
Birmingham, Alabama 35203, on Tuesday, June 24, 1997, and at all
adjournments thereof, as follows:
Election of Directors, Nominees:
F. Barron Fletcher, III and John F. Megrue, Jr.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE
IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXY
COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(Continued, and to be Signed, on Reverse Side) SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
<TABLE>
<S><C>
[ ] Please mark your votes as in this example.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES AND "FOR" PROPOSAL #2.
1. Election of Directors.
(see reverse)
FOR WITHHELD
[ ] [ ]
IMPORTANT: Please sign this Proxy exactly as your
For, except vote withheld from the following name or names appear hereon. If shares are held
nominee(s): by more than one owner, each must sign.
Executors, administrators, trustees, guardians,
- -------------------------------------------------- and others signing in a representative capacity
should give their full titles.
2. Ratification of the selection of Arthur
Andersen LLP as auditors.
FOR AGAINST ABSTAIN --------------------------------------------------
[ ] [ ] [ ] Signature of Shareholder (DATE)
--------------------------------------------------
Signature of Shareholder (DATE)
</TABLE>
-19-
