<PAGE>
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 240.14a-12
HIBBETT SPORTING GOODS, INC.
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(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(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.:
------------------------
(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>
[LOGO OF HIBBETT APPEARS HERE]
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 9, 1998, at
10:00 A.M., local time for the following purposes:
(1) to elect three (3) Class II directors for a three year term expiring
in 2001;
(2) to increase the number of shares of common stock available for grant
under the Company's 1996 Stock Option Plan by 300,000 shares, as
more fully set forth under "Proposal No. 2";
(3) to amend the Stock Plan for Outside Directors, as more fully set
forth under "Proposal No. 3";
(4) to appoint independent public accountants for the Company; and
(5) to transact such other business as may come before the meeting.
Information concerning these and certain 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.
Sincerely,
/s/ Michael J. Newsome
----------------------
Michael J. Newsome
President
May 1, 1998
Birmingham, Alabama
<PAGE>
_________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 1998
_________________________________________________
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 9, 1998, at 10:00 A.M., local
time, for the following purposes:
(1) to elect three (3) Class II directors who will serve until the
annual meeting of stockholders in 2001;
(2) to increase the number of shares of common stock available for
grant under the Company's 1996 Stock Option Plan by 300,000 shares,
as more fully set forth under "Proposal No. 2";
(3) to amend the Stock Plan for Outside Directors, as more fully set
forth under "Proposal No. 3";
(4) to appoint independent public accountants for the Company for
fiscal year 1999; and
(5) 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 April 9, 1998 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
---------------------------------
Maxine B. Martin
Secretary
<PAGE>
HIBBETT SPORTING GOODS, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 9, 1998
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 9, 1998 at 10:00 A.M., local
time, and at 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 January 31, 1998, were mailed to stockholders of the Company
on or about May 1, 1998.
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 April 9, 1998 (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 6,395,271 shares of the Company's common stock
outstanding. There is no cumulative voting of the Company's common stock.
-1-
<PAGE>
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 3, 1998 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)
SK Investment Fund, L.P.(2)
John D. Clark (2)
Allan W. Karp (2)
Christopher K. Reilly (2)
Thomas A. Saunders, III (2)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830....................... 2,486,721 38.9%
F. Barron Fletcher, III. (2)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830....................... 2,487,471 38.9%
John F. Megrue, Jr. (2)(3)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830....................... 2,492,721 39.0%
Provident Investment Counsel, Inc.(4)
300 North Lake Avenue
Pasadena, CA 91101-4022................... 710,999 11.1%
</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 2,459,812 shares owned by The SK Equity Fund, L.P. and 26,909
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. Clark, Fletcher, Karp, Megrue, Reilly 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. Clark, Fletcher,
Karp, Megrue, Reilly 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 4,000 shares held as custodian for Mr. Megrue's sons.
(4) 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.
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<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION
The directors, nominees for directors and executive officers of the Company
and their ages as of January 31, 1998, are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION
- ------ --- --------
Nominees for election to serve until annual meeting in 2001 (Class II)
- ----------------------------------------------------------------------
Carl Kirkland............. 57 Director
Michael J. Newsome........ 58 President and Director
Thomas A. Saunders, III... 61 Director
Directors elected or appointed to serve until annual meeting in 1999 (Class III)
- --------------------------------------------------------------------------------
Clyde B. Anderson......... 37 Director
H. Ray Compton............ 55 Director
Directors elected or appointed to serve until annual meeting in 2000 (Class I)
- ------------------------------------------------------------------------------
F. Barron Fletcher, III... 30 Director
John F. Megrue, Jr........ 39 Chairman of the Board; Director
Executive Officers Who Are Not Also Directors or Nominees for Director
- ----------------------------------------------------------------------
Susan H. Fitzgibbon....... 34 Vice President and Chief Financial Officer
Joy B. McCord............. 43 Vice President of Merchandising
Cathy E. Pryor............ 34 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>
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. in 1992 and was named partner in
1998. 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 B. 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 Vice
Chairman and director of Dollar Tree Stores, Inc. and a director of The
Children's Place Retail Stores, Inc.
Michael J. Newsome has been the President and a Director 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 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 of the Company since 1995. Prior to 1995, Ms.
Pryor held positions as a district manager and Director of Store Operations of
the Company.
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>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of April 3, 1998, 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 January 31,
1998 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)......... 160,532 2.5%
H. Ray Compton (3)............ 11,450 *
Susan H. Fitzgibbon (4)....... 9,157 *
F. Barron Fletcher, III (5)... 2,487,471 38.9%
Carl Kirkland (6)............. 7,500 *
Joy B. McCord (7)............. 8,830 *
John F. Megrue, Jr. (5)(8).... 2,492,721 39.0%
Michael J. Newsome (9)........ 120,651 1.9%
Cathy E. Pryor (10)........... 17,857 *
Thomas A. Saunders, III (5)... 2,486,721 38.9%
All Directors and Executive
Officers as a group:.......... 2,829,448 44.2%
</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 15,291 shares owned by various trusts in respect of which Mr.
Anderson's wife is the trustee and 4,196 shares owned by various trusts in
respect of which Mr. Anderson is the trustee.
(3) Includes 7,500 shares subject to options and 950 shares held in various
trusts.
(4) Includes 9,057 shares subject to options exercisable on or before
May 5, 1998.
(5) Includes 2,459,812 shares owned by The SK Equity Fund, L.P. and 26,909
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. Clark, Fletcher, Karp, Megrue, Reilly 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. Clark, Fletcher,
Karp, Megrue, Reilly 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.
-5-
<PAGE>
(6) Includes 7,500 shares subject to options.
(7) Includes 8,580 shares subject to options exercisable on or before May 5,
1998.
(8) Includes 4,000 shares held as custodian for Mr. Megrue's sons.
(9) Includes 24,888 shares subject to options exercisable on or before May 5,
1998.
(10) Includes 17,857 shares subject to options exercisable on or before May 5,
1998.
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 Directors pursuant to the Bylaws. The Board of Directors currently
consists of seven directors who are divided into three classes of directors,
designated Class I, Class II and Class III. Messrs. Fletcher and Megrue are
currently serving as Class I directors, Messrs. Newsome, Saunders and Kirkland
are currently serving as Class II directors, and Messrs. Anderson and Compton
are currently serving as Class III directors. The Class II directors' terms
will expire at the close of the Annual Meeting, while the Class III directors
will continue to serve until the annual stockholder meeting in 1999, and the
Class I directors will continue to serve until the annual stockholder meeting in
2000. The nominees for election at the Annual Meeting as Class II directors to
serve until the annual meeting of stockholders in 2001 are Messrs. Kirkland,
Newsome, and Saunders, who have been re-nominated. Upon Mr. Megrue's election
as a Class I director at the annual stockholder meeting in 1997, he resigned as
a Class III director. Consequently, a vacancy currently exists in the Class III
directors, which may be filled by a vote of the majority of the directors
pursuant to the Company's Certificate of Incorporation and Bylaws.
DIRECTOR COMPENSATION
Under the Bylaws, each non-employee director is entitled to an annual fee
of $10,000 plus $500 for each meeting. See "Executive Compensation -- Stock
Plan for Outside Directors."
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended January 31, 1998, the Company's Board of
Directors (the "Board") held four regularly scheduled meetings, and each
director attended at least 75% of the aggregate of (a) the total number of
regularly scheduled meetings of the Board and (b) the total number of meetings
held by all committees of the Board on which the director served during the
fiscal year ended January 31, 1998. The Board also held one special meeting in
connection with the Company's secondary public offering, and each director
attended the special meeting except for Messrs. Anderson, Kirkland, and Megrue.
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.
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<PAGE>
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. Megrue, Chairman of the Committee, Anderson and
Fletcher. The Executive Committee did not meet in the fiscal year ended January
31, 1998.
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.
Compton, Chairman of the Committee, Anderson, Kirkland and Megrue. The Audit
Committee met twice during the fiscal year ended January 31, 1998.
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 met once during the fiscal year ended
January 31, 1998.
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 January 31, 1998 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 a Form 4 was not timely filed for the
SK Equity Fund, L.P. and the SK Investment Fund, L.P. for common stock sold in
connection with the secondary public offering.
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth the compensation earned by the Named
Executive Officers in the fiscal year ended January 31, 1998:
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
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(3)
- ------------------ ------- ------ ----- ------------ ------ ----------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Newsome, 1998 $175,000 $137,800 -0- -0- 20,000 -0- $7,200
President and Director.. 1997 $140,000 $183,600 -0- -0- 22,475 -0- $6,750
1996 $115,000 $126,274 -0- -0- 40,983 -0- $6,750
Susan H. Fitzgibbon, 1998 $95,300 $52,400 -0- -0- 5,000 -0- $2,160
Vice President and Chief 1997(4) $71,000 $35,000 -0- -0- 27,992 -0- -0-
Financial Officer.......
Joy B. McCord, 1998 $64,400 $47,300 -0- -0- 3,000 -0- $4,879
Vice President of 1997 $59,400 $44,000 -0- -0- 13,836 -0- $3,541
Merchandising........... 1996 $55,250 $22,722 -0- -0- 6,342 -0- $2,873
Cathy E. Pryor, 1998 $97,100 $65,300 -0- -0- 10,000 -0- $4,370
Vice President of 1997 $73,077 $64,000 -0- -0- 26,352 -0- $4,309
Store Operations........ 1996 $55,560 $38,401 -0- -0- 12,684 -0- $4,291
</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.
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 "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
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<PAGE>
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/her 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.
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 is administered by the Compensation Committee. The Compensation Committee
has 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
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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 $25,000 per year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning grants of
stock options made to the Named Executive Officers during the fiscal year ended
January 31, 1998:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------ ----------------------
<S> <C> <C> <C> <C> <C> <C>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(1) IN FISCAL YEAR ($/SH) DATE 5% (2) 10% (2)
- ---------- ------------ -------------- -------- ---------- ----- ------
Michael J. Newsome.... 20,000 38.10% $15.00 05/05/07 $409,000 $790,000
Susan H. Fitzgibbon... 5,000 9.52% $15.00 05/05/07 $102,250 $197,500
Joy B. McCord......... 3,000 5.71% $15.00 05/05/07 $ 61,350 $118,500
Cathy E. Pryor........ 10,000 19.05% $15.00 05/05/07 $204,500 $395,000
</TABLE>
_________________
(1) These options were granted as of May 5, 1997 under the 1996 Plan, have a
term of ten years, and vest over a five year period in equal installments
beginning on the first anniversary of the grant date.
(2) The dollar amounts shown are based on certain assumed rates of appreciation
and the assumption that the options will not be exercised until the end of
the expiration periods applicable to the options. Actual realizable values,
if any, on stock option exercises and common stock holdings are dependent
on the future performance of the common stock. There can be no assurance
that the assumed rates of appreciation will be achieved.
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AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
No options were exercised by the Named Executive Officers during the fiscal
year ended January 31, 1998. No stock appreciation rights were exercised by
such executive officers or were outstanding at the end of the year. The
following table sets forth certain information concerning unexercised options
and fiscal year-end option values for the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE (1)
- ------ --------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C>
Michael J. Newsome.... -0- -0- 20,888/62,570 $299,368/674,057
Susan H. Fitzgibbon... -0- -0- 5,598/27,394 $61,081/282,150
Joy B. McCord......... -0- -0- 6,996/16,182 $115,310/177,970
Cathy E. Pryor........ -0- -0- 13,726/35,310 $230,488/385,767
</TABLE>
____________________
(1) Based on the fair market value of the Company's common stock at the end of
the fiscal year ended January 31, 1998 ($22.5625 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. In 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 1998, 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company believes that the terms of each transaction described below are
comparable to, or more favorable to, the Company than the terms that would have
been obtained in an arms' length transaction with an unaffiliated party.
On November 1, 1995, the Company entered into an advisory agreement with
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<PAGE>
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 entered into an agreement effective as of
August 1, 1996, pursuant to which Mr. Anderson would provide advisory services
to the Company, which agreement has since terminated. In consideration of these
services, Mr. Anderson received a fee of $25,000 in fiscal 1998.
Effective as of August 1, 1996 the Company granted to Clyde B. Anderson
options to buy 70,820 shares of common stock at an exercise price of $8.48 per
share. The options were exercisable beginning six months after the closing of
the initial public offering and ending nine months after the closing of the
initial public offering. In June 1997, Mr. Anderson exercised these options
(partially on a cashless basis) and received 57,206 shares of common stock in
exchange for approximately $392,000 in cash and 13,614 shares of common stock.
The Company has entered into a sublease agreement ("Sublease Agreement")
with Books-A-Million, Inc. ("Books-A-Million"), a book retailer in the
southeastern United States, whose chief executive officer, Clyde B. Anderson, is
on the Company's Board of Directors, pursuant to which the Company subleases
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 makes annual lease payments to Books-A-Million
of approximately $191,000.
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. The Compensation Committee is comprised of Messrs. Anderson,
Chairman of the Committee, 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 January 31, 1998, 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
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Compensation Committee determines the amounts of annual bonus awards for each
officer based upon Company and individual performance. For the fiscal year ended
January 31, 1998, the Compensation Committee approved the payment of cash
bonuses to executive officers of the Company, which bonuses ranged from 56% of
annual base salary to 79% 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 1998 bonus amounts were based upon the recommendation of 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 attention
on the enhancement of stockholder value. On May 5, 1997, options to purchase a
total of 52,500 shares of the Company's common stock at an exercise price of
$15.00 were granted under the 1996 Plan to 25 employees, including a grant of
38,000 options to a total of four executive officers. 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 1998 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 Compensation Committee 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 January 31, 1998, Mr. Newsome earned compensation comprised of each
of the components of the Company's executive compensation program described
above. In evaluating the compensation of Mr. Newsome, the Compensation
Committee considered not only the salaries of the presidents of other sporting
goods and specialty 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 1999. 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 income tax deductions for the foreseeable future.
/s/ Clyde B. Anderson /s/ Carl Kirkland
---------------------- ------------------
/s/ H. Ray Compton /s/ John F. Megrue, Jr.
------------------- ------------------------
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.
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<PAGE>
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 Standards & 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., Gart Sports, Inc.
(formerly 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 January 31, 1998. The
Company has not paid any dividends. Total shareholder return for prior periods
are not necessarily an indication of future performance.
[COMPARISON OF CUMULATIVE TOTAL RETURN GRAPH APPEARS HERE]
Total Return
------------
Hibbett Sporting Goods, Inc. $141.01
Standards & Poors 500 Index $146.08
Peer Group $ 53.54
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<PAGE>
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
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 seven directors who are divided into three
classes, designated Class I, Class II and Class III. Messrs. Fletcher and
Megrue are designated as Class I directors, Messrs. Newsome, Saunders and
Kirkland are designated as Class II directors, and Messrs. Anderson and Compton
are designated as Class III directors. The Class II directors' terms will
expire at the close of the Annual Meeting in 1998, while the Class III directors
will continue to serve until the annual stockholder meeting in 1999, and the
Class I directors will serve until the annual stockholder meeting in 2000.
The Board of Directors proposes the re-election of Carl Kirkland, Michael
J. Newsome, and Thomas A. Saunders, III as Class II directors, to hold office
for a term of three years, expiring at the close of the annual meeting of
stockholders to be held in 2001 and until their successors are elected and
qualified. 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 AMENDMENT TO STOCK OPTION PLAN
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 currently authorizes
the granting of stock options for the purchase of up to 238,566 shares of common
stock. As of April 10, 1998, substantially all of the shares reserved for
issuance thereunder were subject to outstanding options.
The Board of Directors proposes to amend the 1996 Plan to provide for an
increase of 300,000 in the number of shares of common stock reserved thereunder
from 238,566 to 538,566. The Board of Directors believes that the increase in
the number of shares of common stock available for issuance as proposed will
provide the Compensation Committee with greater flexibility in the
administration of the 1996 Plan and is appropriate given the Company's growth
plans.
The Board recommends that stockholders vote FOR the proposal.
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<PAGE>
PROPOSAL NUMBER 3
AMENDMENT TO STOCK PLAN FOR OUTSIDE DIRECTORS
The Company's Board of Directors has previously adopted, and the Company's
stockholders have previously 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 Board of Directors
proposes to amend the Director Plan to include Mr. Anderson as an Eligible
Director on a prospective basis because a previous agreement with him has
expired (see "Certain Relationships and Related Transactions").
The Board recommends that stockholders vote FOR the proposal.
PROPOSAL NUMBER 4
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 30, 1999, 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
any 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.
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<PAGE>
OTHER BUSINESS
The Company's Board of Directors knows 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 1999, the proposal must be received by the Company at its
executive offices, 451 Industrial Lane, Birmingham, Alabama 35211, on or before
January 15, 1999.
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 January 31, 1998. A copy of the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1998, 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
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<PAGE>
HIBBETT SPORTING GOODS, INC.
This Proxy is Solicited by the Board of Directors for the Annual Meeting
of Stockholders to be Held on June 9, 1998.
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 9, 1998, and at all adjournments thereof, as follows:
Election of Directors, Nominees:
Carl Kirkland, Michael J. Newsome, Thomas A. Saunders, III
You are encouraged to specify your choices by marking the appropriate boxes, 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.
[X] Please mark your votes as in this example.
IF NO PREFERENCE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES AND
"FOR" PROPOSALS #2, #3 AND #4.
1. Election of Directors. FOR [ ] WITHHELD [ ]
For, except vote withheld from the following nominees:
- -------------------------------------------------------------------------------
(Continued, and to be Signed, on Reverse Side)
<PAGE>
2. Approval of increase in common stock reserved for grants under the 1996
Stock Option Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Amendment to Stock Plan for Outside Directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Ratification of the selection of Arthur Andersen LLP as auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IMPORTANT: Please sign this Proxy
exactly as your name or names appear
hereon. If shares are held by more
than one owner, each must sign.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full titles.
-----------------------------------
Signature of Shareholder (DATE)
-----------------------------------
Signature of Shareholder (DATE)
