<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.
----------------------------
(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:*
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(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:________________________________________________________
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:____________________________________________
(2) Form, Schedule or Registration Statement No.:______________________
(3) Filing Party:______________________________________________________
(4) Date Filed:________________________________________________________
___________________
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[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 Alabama Sports
Hall of Fame Museum, 2150 Civic Center Boulevard, Birmingham, Alabama 35203 on
Tuesday, June 8, 1999, at 10:00 A.M., local time for the following purposes:
(1) to elect two (2) Class III directors for a three year term expiring
in 2002;
(2) to appoint independent public accountants for the Company; and
(3) 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
April 28, 1999
Birmingham, Alabama
<PAGE>
_________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 1999
_________________________________________________
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 Alabama Sports Hall of Fame Museum,
2150 Civic Center Boulevard, Birmingham, Alabama 35203 on Tuesday, June 8, 1999,
at 10:00 A.M., local time for the following purposes:
(1) to elect two (2) Class III directors who will serve until the annual
meeting of stockholders in 2002;
(2) to appoint independent public accountants for the Company for fiscal
year 2000; 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 April 12, 1999 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 8, 1999
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 Alabama Sports Hall of Fame Museum,
2150 Civic Center Boulevard, Birmingham, Alabama 35203 on Tuesday, June 8, 1999,
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 30, 1999, were mailed to stockholders
of the Company on or about April 28, 1999.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked by (1) 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, (2) an executed proxy bearing a later date, or
(3) by attending and voting in person at the annual meeting. 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 12, 1999 (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 6,421,491 shares of the Company's common stock
outstanding. There is no cumulative voting of the Company's common stock.
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<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 8, 1999 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)
Allan W. Karp (2)
Thomas A. Saunders, III (2)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830................................ 2,486,721 38.7%
John F. Megrue, Jr. (2)(3)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830................................ 2,492,721 38.8%
AMVESCAP PLC (4)
1315 Peachtree Street, N. E.
Atlanta, GA 30309................................. 784,800 12.2%
Delaware Management Holdings, Inc. (5)
2005 Market Street
Philadelphia, PA 19103............................ 413,973 6.4%
John Hancock Advisors, Inc. (6)
101 Huntington Avenue
Boston, MA 02199.................................. 458,150 7.1%
The TCW Group, Inc. (7)
865 South Figueroa Street
Los Angeles, CA 90017............................. 691,200 10.8%
</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 (the "General Partner") of each of The SK Equity Fund, L.P. and SK
Investment Fund, L.P. (the "Funds"). Saunders Karp & Megrue, L.L.C. (the
"LLC"), is the general partner of the General Partner and Messrs. Karp,
Megrue, and Saunders are managing members of the LLC, and, therefore,
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<PAGE>
may be deemed to have beneficial ownership of the shares shown above as
being owned by the Funds. 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 4,000 shares held as custodian for Mr. Megrue's sons.
(4) Includes shares over which AMVESCAP, a holding company and registered
investment advisor, has discretionary authority to buy, sell and vote, as
reported in a Schedule 13G filed with the Securities and Exchange
Commission.
(5) Includes shares over which Delaware Management Holdings, Inc., a holding
company, has discretionary authority to buy, sell and vote, as reported in
a Schedule 13G filed with the Securities and Exchange Commission.
(6) Includes shares over which John Hancock Advisors, a holding company and
registered investment advisor, has discretionary authority to buy, sell and
vote, as reported in a Schedule 13G filed with the Securities and Exchange
Commission.
(7) Includes shares over which The TCW Group, Inc., a holding company, and
Robert Day, 200 Park Avenue, Suite 2200, New York, New York 10166, an
individual who may be deemed to control The TCW Group, Inc., have
discretionary authority to buy, sell and vote, as reported in a Schedule
13G filed with the Securities and Exchange Commission.
DIRECTORS AND EXECUTIVE OFFICERS
Identification
The directors, nominees for directors and executive officers of the Company
and their ages as of January 30, 1999, are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- ------- ------------------------------
Nominees for election to serve until annual meeting in 2002 (Class III)
- -----------------------------------------------------------------------
<S> <C> <C>
Clyde B. Anderson...................................... 38 Director
H. Ray Compton......................................... 56 Director
Directors elected or appointed to serve until annual meeting in 2000 (Class I)
- ------------------------------------------------------------------------------
F. Barron Fletcher, III................................ 31 Director
John F. Megrue, Jr..................................... 40 Chairman of the Board; Director
Directors elected or appointed to serve until annual meeting in 2001 (Class II)
- -------------------------------------------------------------------------------
Carl Kirkland.......................................... 58 Director
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Michael J. Newsome..................................... 59 President, Director
Thomas A. Saunders, III................................ 62 Director
Executive Officers who are not also Directors or nominees for Director
- ----------------------------------------------------------------------
Susan H. Fitzgibbon.................................... 35 Vice President and Chief Financial Officer
Joy A. McCord.......................................... 44 Vice President of Merchandise Operations
Cathy E. Pryor......................................... 35 Vice President of Store Operations
Jeffry O. Rosenthal.................................... 41 Vice President of Merchandising
</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 1997. Mr.
Compton is a Director, Executive Vice President, and co-founder of Dollar Tree
Stores, Inc. From 1986 to 1998, Mr. Compton also served as the Chief Financial
Officer of Dollar Tree Stores, Inc.
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 A. McCord has been with the Company since 1986 and has been the Vice
President of Merchandise Operations since 1998. From 1995 to 1998, Ms. McCord
was the Vice President of Merchandising. Prior to 1995, Ms. McCord held
positions as sporting goods buyer and general merchandise manager.
John F. Megrue, Jr. has been a Director and the Chairman of the Board of
the Company since 1995. Mr. Megrue has been a partner of SKM Partners, L.P.
since 1992. From 1989 to 1992, Mr. Megrue served as a
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<PAGE>
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. and a director of The Children's Place
Retail 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 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 of
the Company.
Jeffry O. Rosenthal has been the Vice President of Merchandising of the
Company since August 1998. Prior to joining the Company, Mr. Rosenthal was Vice
President, Divisional Merchandise Manager for Apparel with Champs Sports, a
division of Venator Group, Inc.
Thomas A. Saunders, III, has been a Director of the Company since 1995. Mr.
Saunders has been a partner of SKM Partners, L.P. 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, a
Trustee of The Thomas Jefferson Memorial Foundation and a director of Dollar
Tree Stores, Inc.
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<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 8, 1999, 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 30,
1999 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 (11) of Beneficial Ownership(1) Class(1)
- ------------------------------------------------ ---------------------------- -------------------
<S> <C> <C>
Clyde B. Anderson (2)..................................... 123,532 1.9%
H. Ray Compton (3)........................................ 13,950 *
Susan H. Fitzgibbon (4)................................... 17,863 *
F. Barron Fletcher, III................................... 750 *
Carl Kirkland (6)......................................... 10,000 *
Joy A. McCord (7)......................................... 14,912 *
John F. Megrue, Jr. (5)(8)................................ 2,492,721 38.8%
Michael J. Newsome (9).................................... 142,331 2.2%
Cathy E. Pryor (10)....................................... 12,672 *
Jeffry O. Rosenthal....................................... - 0 - *
Thomas A. Saunders, III (5)............................... 2,486,721 38.7%
All Directors and Executive
Officers as a group:...................................... 2,828,731 44.1%
</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 2,500 shares subject to options, 7,791 shares owned by various
trusts in respect of which Mr. Anderson's wife is the trustee and 7,196
shares owned by various trusts in respect of which Mr. Anderson is the
trustee.
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<PAGE>
(3) Includes 10,000 shares subject to options and 950 shares held in various
trusts.
(4) Includes 17,655 shares subject to options exercisable on or before May 5,
1999.
(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 (the "General Partner") of each of The SK Equity Fund, L.P. and SK
Investment Fund, L.P. (the "Funds"). Saunders Karp & Megrue Partners,
L.L.C. (the "LLC"), is the general partner of the General Partner and
Messrs. Karp, Megrue, and Saunders are managing members of the LLC, and,
therefore, may be deemed to have beneficial ownership of the shares shown
above as being owned by the Funds. 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.
(6) Includes 10,000 shares subject to options.
(7) Includes 14,662 shares subject to options exercisable on or before May 5,
1999.
(8) Includes 4,000 shares held as custodian for Mr. Megrue's sons.
(9) Includes 45,579 shares subject to options exercisable on or before May 5,
1999.
(10) Includes 12,672 shares subject to options exercisable on or before May 5,
1999.
(11) Unless otherwise set forth herein, the following are the mailing addresses
for the named directors and officers: Clyde B. Anderson, 402 Industrial
Lane, Birmingham, AL 35211; H. Ray Compton, 500 Volvo Parkway, Chesapeake,
VA 23320; Susan H. Fitzgibbon, Joy A. McCord, Michael J. Newsome, Cathy E.
Pryor, and Jeffry O. Rosenthal, 451 Industrial Lane, Birmingham, AL 35211;
Carl Kirkland, P.O. Box 7222, Jackson, TN 38308.
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, 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 III directors' terms will expire at the close of
the Annual Meeting, while the Class I directors will continue to serve until the
annual stockholder meeting in 2000, and the Class II directors will continue to
serve until the annual stockholder meeting in 2001. The nominees for election at
the Annual Meeting as Class III directors to serve until the annual meeting of
stockholders in 2002 are Messrs. Anderson and Compton, who have been re-
nominated. A vacancy currently exists in Class III which may be filled by a
majority of the directors pursuant to the Company's Certificate of Incorporation
and Bylaws.
Director Compensation
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<PAGE>
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 30, 1999, 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 30, 1999. The Board also held one special meeting in
connection with the Company's 401(k) Plan, and each director attended the
special meeting except for Mr. Saunders.
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. Megrue, Chairman of the Committee, Anderson and Fletcher.
The Executive Committee did not meet in the fiscal year ended January 30, 1999.
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 30, 1999.
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 four times during the fiscal year
ended January 30, 1999.
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 30, 1999 were
required to
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<PAGE>
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.
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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 30, 1999.
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, 1999 $203,125 $48,400 -0- -0- 30,000 -0- $6,240
President and 1998 $175,000 $137,800 -0- -0- 20,000 -0- $7,200
Director.............. 1997 $140,000 $183,600 -0- -0- 22,475 -0- $6,750
Susan H. Fitzgibbon(4), 1999 $111,000 $29,600 -0- -0- 10,000 -0- $6,240
Vice President and 1998 $ 95,300 $55,400 -0- -0- 5,000 -0- $2,160
Chief Financial Officer 1997 $ 71,000 $35,000 -0- -0- 27,992 -0- -0-
Joy A. McCord, 1999 $ 86,000 $19,800 -0- -0- 3,000 -0- $5,260
Vice President of 1998 $ 64,400 $46,300 -0- -0- 3,000 -0- $4,879
Merchandise Operations 1997 $ 59,400 $44,000 -0- -0- 13,836 -0- $3,541
Cathy E. Pryor, 1999 $126,500 $30,200 -0- -0- 10,000 -0- $3,260
Vice President of Store 1998 $ 97,100 $65,300 -0- -0- 10,000 -0- $4,370
Operations............. 1997 $ 73,077 $64,000 -0- -0- 26,352 -0- $4,309
Jeffry O. Rosenthal (5),1999 $ 57,500 $17,500 -0- -0- 10,000 -0- $ 0
Vice President of
Merchandising
________________________
(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 1996 Plan, 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.
(5) Mr. Rosenthal joined the Company in August 1998.
</TABLE>
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
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<PAGE>
options for the purchase of up to 538,566 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
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 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
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<PAGE>
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 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 $25,000 per year.
Option/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of stock
options made to the Named Executive Officers during the fiscal year ended
January 30, 1999.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
--------------------------------------------------------- ---------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees Price Expiration
Name Granted(1) In Fiscal Year ($/Sh) Date 5% (4) 10% (4)
---- ------------ -------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Newsome...... 20,000 (2) 25.97% $28.00 03/19/08 $ - $287,400
10,000 (3) 12.99% $26.88 08/19/08 $8,350 $155,000
Susan H. Fitzgibbon..... 10,000 (2) 12.99% $28.00 03/19/08 $ - $143,700
Joy A. McCord........... 3,000 (2) 3.90% $28.00 03/19/08 $ - $ 43,100
Cathy E. Pryor.......... 10,000 (2) 12.99% $28.00 03/19/08 $ - $143,700
Jeffry O. Rosenthal..... 10,000 (3) 12.99% $26.88 08/19/08 $8,350 $155,000
</TABLE>
-12-
<PAGE>
_________________
(1) These options have a term of ten years, and vest over a five year period in
equal installments beginning on the first anniversary of the grant date.
(2) These options were granted as of March 19, 1998 under the 1996 Plan.
(3) These options were granted as of August 19, 1998 under the 1996 Plan.
(4) The dollar amounts shown are based on certain assumed rates of appreciation
and the assumption that the options will not be exercised until the end of
the expiration periods applicable to the options. Actual realizable values,
if any, on stock option exercises and common stock holdings are dependent on
the future performance of the common stock. There can be no assurance that
the assumed rates of appreciation will be achieved.
-13-
<PAGE>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
No stock appreciation rights were exercised by such executive officers or were
outstanding at the end of the year. The following table sets forth certain
information concerning options exercised during the fiscal year ended January
30, 1999 and unexercised options and fiscal year-end option values for the Named
Executive Officers.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised in-
Unexercised the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise Value Realized Unexercisable Unexercisable (1)
- ---- --------------- -------------- ------------- ------------------
<S> <C> <C> <C> <C>
Michael J. Newsome........ -0- -0- 37,580/75,878 $313,204/258,580
Susan H. Fitzgibbon....... -0- -0- 12,197/30,795 $ 71,033/113,424
Joy A. McCord............. -0- -0- 12,476/13,702 $131,395/50,341
Cathy E. Pryor............ 12,684 $401,000 12,541/33,811 $ 66,140/112,960
Jeffry O. Rosenthal....... -0- -0- 0/10,000 $ 0/0
____________________
</TABLE>
(1) Based on the fair market value of the Company's common stock at the end of
the fiscal year ended January 30, 1999 ($17.75 per share) less the exercise
price payable for such shares.
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 1999, 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
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
-14-
<PAGE>
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 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 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 $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 30, 1999, 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 January 30,
1999, the Compensation Committee approved the payment of cash bonuses to
executive officers of the Company, which bonuses ranged from approximately 23%
of annual base salary to approximately 27% of annual base salary and were based
upon the standards described above, with certain 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 1999 bonus amounts were based upon the
recommendation of the Compensation Committee.
-15-
<PAGE>
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 March 19, 1998, options to purchase
a total of 57,000 shares of the Company's common stock at an exercise price of
$28.00 were granted under the 1996 Plan to 57 employees, including a grant of
43,000 options to a total of four executive officers. On August 19, 1998,
options to purchase a total of 20,000 shares of the Company's common stock at an
exercise price of $26.88 were granted under the 1996 Plan to two 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 1999 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 the President. The Compensation Committee reviews and
approves the compensation of Michael J. Newsome, the Company's President. For
the fiscal year ended January 30, 1999, 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 2000. 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.
-16-
<PAGE>
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURNS
[CAPTION]
<TABLE>
Oct. 1996 1997 1998 1999
--------- ------ ------ ------
<S> <C> <C> <C> <C>
Hibbett 100.00 101.56 141.01 110.93
Previous Peer Group 100.00 69.09 53.54 19.97
NASDAQ Composite 100.00 113.02 133.22 206.94
NASDAQ Retail Trade 100.00 100.00 116.68 142.63
</TABLE>
-17-
<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 III directors' terms will
expire at the close of the Annual Meeting in 1999, while the Class I directors
will continue to serve until the annual stockholder meeting in 2000, and the
Class II directors will serve until the annual stockholder meeting in 2001.
The Board of Directors proposes the re-election of Clyde B. Anderson and H.
Ray Compton as Class III directors, to hold office for a term of three years,
expiring at the close of the annual meeting of stockholders to be held in 2002
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 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 29, 2000, 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 make a
statement if they so desire and 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.
-18-
<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 2000, the proposal must be received by the Company at its
executive offices, 451 Industrial Lane, Birmingham, Alabama 35211, on or before
January 14, 2000.
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 30, 1999. A copy of the Company's
Annual Report on Form 10-K for the fiscal year ended January 30, 1999, 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
-19-
<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 8, 1999
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 Alabama Sports Hall of Fame Museum, 2150 Civic Center Boulevard,
Birmingham, Alabama 35203, on Tuesday, June 8, 1999, and at all adjournments
thereof, as follows:
Election of Directors, Nominees:
Clyde B. Anderson and H. Ray Compton
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)
<PAGE>
[ x ] 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
For, except vote withheld from the following nominee(s):
_______________________________________________________
2. 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)
