<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:*
________________________________________________________________________
(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 Harbert Center,
2019 Fourth Avenue North, Birmingham, Alabama 35203 on Tuesday, June 13, 2000,
at 10:00 A.M., local time for the following purposes:
(1) to elect two (2) Class I directors for a three year term expiring in
2003;
(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
President and Chief Executive Officer
April 28, 2000
Birmingham, Alabama
<PAGE>
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 2000
________________________________________
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 13, 2000, at 10:00 A.M., local
time for the following purposes:
(1) to elect two (2) Class I directors who will serve until the annual
meeting of stockholders in 2003;
(2) to appoint independent public accountants for the Company for fiscal
year 2001; 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 5, 2000 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, Secretary
<PAGE>
HIBBETT SPORTING GOODS, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 2000
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 13, 2000, 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 29, 2000, were mailed to stockholders of the Company
on or about April 28, 2000.
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 5, 2000 (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 6,435,552 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 5, 2000 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 38.6%
John F. Megrue (2)(3)
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830........................... 2,492,721 38.7%
FMR Corp (4)
82 Devonshire Street
Boston, MA 02109.............................. 350,500 5.4%
Wasatch Advisors, Inc. (5)
150 Social Hall Avenue
Salt Lake City, Utah 84111.................... 604,715 9.4%
The TCW Group, Inc. (6)
865 South Figueroa Street
Los Angeles, CA 90017......................... 563,800 8.8%
</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. (the "General
Partner") is 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. Saunders, Karp, and Megrue are authorized members of the LLC, and,
Messrs. Saunders, Karp and Megrue may be deemed to have shared power to
vote and to dispose or direct the disposition of all shares 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 FMR Corp., a parent holding company and
registered investment advisor, has
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<PAGE>
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 Wasatch Advisors, Inc. registered investment
advisor, 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 The TCW Group, Inc., a holding company, and
Robert Day, 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 29, 2000, are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Nominees for election to serve until the annual meeting in 2003 (Class I)
- -------------------------------------------------------------------------
F. Barron Fletcher, III................................ 32 Director
John F. Megrue......................................... 41 Chairman of the Board; Director
Directors elected or appointed to serve until the annual meeting in 2001 (Class II)
- -----------------------------------------------------------------------------------
Carl Kirkland.......................................... 59 Director
Michael J. Newsome..................................... 60 President, Chief Executive Officer,
and Director
Thomas A. Saunders, III................................ 63 Director
Directors elected or appointed to serve until annual meeting in 2002 (Class III)
- --------------------------------------------------------------------------------
Clyde B. Anderson...................................... 39 Director
H. Ray Compton......................................... 57 Director
Executive Officers who are not also Directors or nominees for Director
- ----------------------------------------------------------------------
Marcus L. Bruchis...................................... 40 Vice President of Real Estate
Susan H. Fitzgibbon.................................... 36 Vice President and Chief Financial
Officer
Cathy E. Pryor......................................... 36 Vice President of Store Operations
Jeffry O. Rosenthal.................................... 42 Vice President of Merchandising
</TABLE>
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<PAGE>
Clyde B. Anderson has been a Director of the Company since 1987. Mr.
Anderson has served as the Chairman of the Board of Books-A-Million, Inc., a
book retailer, since January 2000, Chief Executive Officer of Books-A-Million,
Inc., since July 1992 and as director of Books-A-Million, Inc. since November
1987.
Marcus L. Bruchis has been Vice President, Real Estate since August 1999.
Prior to joining the Company, Mr. Bruchis was Vice President, Leasing for Aronov
Realty Company, Inc. Mr. Bruchis worked with Aronov Realty Company for 15 years.
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, was named partner in 1998,
and joined SKM Growth Investors in 1999. 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.
John F. Megrue 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 Vice President and Principal at
Patricof & Co., 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, Inc.
Michael J. Newsome has been the President of the Company since 1981 and was
named Chief Executive Officer of the Company in September 1999. 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 where he worked for 17 years.
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
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<PAGE>
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.
Security Ownership Of Management
The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of April 5, 2000, 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 29,
2000 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)........................ 125,932 2.0%
H. Ray Compton (3)........................... 16,450 *
Marcus L. Bruchis............................ -0- *
Susan H. Fitzgibbon (4)...................... 21,219 *
F. Barron Fletcher, III...................... 750 *
Carl Kirkland (6)............................ 12,500 *
John F. Megrue (5)(7)........................ 2,492,721 38.7%
Michael J. Newsome (8)....................... 172,204 2.7%
Cathy E. Pryor (9)........................... 23,942 *
Jeffry O. Rosenthal (10).................... 4,000 *
Thomas A. Saunders, III (5).................. 2,486,721 38.6%
All Directors and Executive
Officers as a group:......................... 2,869,719 44.6%
</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.
-5-
<PAGE>
(2) Includes 5,000 shares subject to options, 7,791 shares owned by various
trusts in respect of which Mr. Anderson's wife is the trustee and 82,196
shares owned by various trusts in respect of which Mr. Anderson is the
trustee.
(3) Includes 12,500 shares subject to options and 950 shares held in various
trusts.
(4) Includes 20,879 shares subject to options exercisable on or before May 5,
2000.
(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. (the "General
Partner") is 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. Saunders, Karp, and Megrue are authorized members of the LLC, and,
therefore, may be deemed to have shared power to vote or direct the vote
and to dispose or direct the disposition of all shares owned by the Funds.
Messrs. Saunders, Karp, and Megrue 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 12,500 shares subject to options.
(7) Includes 4,000 shares held as custodian for Mr. Megrue's sons.
(8) Includes 74,271 shares subject to options exercisable on or before May 5,
2000.
(9) Includes 23,942 shares subject to options exercisable on or before May 5,
2000.
(10) Includes 4,000 shares subject to options exercisable on or before May 5,
2000.
(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; Marcus L. Bruchis, Susan H. Fitzgibbon, 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. Kirkland, Newsome and Saunders are currently serving
as Class II directors, and Messrs. Anderson and Compton are currently serving as
Class III directors. The Class I directors' terms will expire at the close of
the Annual Meeting, while the Class II directors will continue to serve until
the annual stockholder meeting in 2001, and the Class III directors will
continue to serve until the annual stockholder meeting in 2002. The nominees for
election at the Annual Meeting as Class I directors to serve until the annual
meeting of stockholders in 2003 are Messrs. Fletcher and Megrue, 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.
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<PAGE>
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 29, 2000, the Company's Board of
Directors (the "Board") held five 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 29, 2000.
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 29, 2000.
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 three times during the fiscal year ended January 29, 2000.
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 twice during the fiscal year ended
January 29, 2000.
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, 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 29, 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
--------------------------------------------- ----------------------
Awards Payouts
------ -------
Securities
Restricted Underlying
Name and Other Annual Stock Options LTIP All Other
Principal Position Year(1) Salary Bonus Compensation Awards /SARs(#)(2) Payouts Compensation(3)
- ------------------ --------- -------- ------- ------------ ------------ ----------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Newsome, 2000 $229,231 $132,700 -0- -0- 50,000 -0- $7,200
President, Chief 1999 $203,125 $ 48,400 -0- -0- 30,000 -0- $6,240
Executive Officer 1998 $175,000 $137,800 -0- -0- 20,000 -0- $7,200
and Director
Marcus L. Bruchis (4), 2000 $ 57,500 $ 17,250 -0- -0- 10,000 -0- $ 0
Vice President of
Real Estate...............
Susan H. Fitzgibbon, 2000 $130,000 $ 58,025 -0- -0- 10,000 -0- $7,200
Vice President and 1999 $111,000 $ 29,600 -0- -0- 10,000 -0- $6,240
Chief Financial Officer... 1998 $ 95,300 $ 55,400 -0- -0- 5,000 -0- $2,160
Cathy E. Pryor, 2000 $140,000 $ 67,040 -0- -0- 10,000 -0- $5,030
Vice President of Store 1999 $126,500 $ 30,200 -0- -0- 10,000 -0- $3,260
Operations................ 1998 $ 97,100 $ 65,300 -0- -0- 10,000 -0- $4,370
Jeffry O. Rosenthal (5), 2000 $130,000 $68,330 -0- -0- 10,000 -0- $5,850
Vice President of 1999 $ 57,500 $17,500 -0- -0- 10,000 -0- $ 0
Merchandising.............
</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 1996 Plan, as defined
below.
(3) Consists of contributions by the Company under the Hibbett Sporting Goods,
Inc. 401(k) Profit Sharing Plan.
(4) Mr. Bruchis joined the Company in August 1999.
(5) Mr. Rosenthal joined the Company in August 1998.
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 538,566 shares of common stock.
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<PAGE>
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.
-9-
<PAGE>
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
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 $25,000 per year.
Option/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
stock options made to the Named Executive Officers during the fiscal year ended
January 29, 2000.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
------------------------------------------------------------- ----------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees Price Expiration
Name Granted(1) In Fiscal Year ($/Sh) Date 5% (5) 10% (5)
---- ------------ -------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Newsome...... 30,000(2) 25.3% $17.75 02/04/09 $319,800 $762,900
20,000(3) 16.9% $16.38 09/08/09 $257,200 $586,400
Marcus L. Bruchis....... 10,000(4) 8.4% $20.25 08/02/09 $ 88,700 $250,900
Susan H. Fitzgibbon..... 10,000(2) 8.4% $17.75 02/04/09 $106,600 $254,300
Cathy E. Pryor.......... 10,000(2) 8.4% $17.75 02/04/09 $106,600 $254,300
Jeffry O. Rosenthal..... 10,000(2) 8.4% $17.75 02/04/09 $106,600 $254,300
</TABLE>
_________________
-10-
<PAGE>
(1) These options have a term of ten years and vest over a five year period in
equal installments beginning on the first anniversary of the grant date.
(2) These options were granted as of February 4, 1999 under the 1996 Plan.
(3) These options were granted as of September 8, 1999 under the 1996 Plan.
(4) These options were granted as of August 2, 1999 under the 1996 Plan.
(5) The dollar amounts shown are based on certain assumed rates of appreciation
and the assumption that the options will not be exercised until the end of
the expiration periods applicable to the options. Actual realizable values,
if any, on stock option exercises and common stock holdings are dependent
on the future performance of the common stock. There can be no assurance
that the assumed rates of appreciation will be achieved.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
No stock appreciation rights were exercised by such executive officers or
were outstanding at the end of the year. The following table sets forth certain
information concerning options exercised during the fiscal year ended January
29, 2000 and unexercised options and fiscal year-end option values for the Named
Executive Officers.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised in-
Unexercised the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name On Exercise Value Realized Unexercisable Unexercisable (1)
- ---- --------------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Michael J. Newsome........ -0- -0- 70,271/93,187 $458,110/160,660
Marcus L. Bruchis......... -0- -0- 0/10,000 $ 0/0
Susan H. Fitzgibbon....... 7,375 $139,850 19,879/25,738 $ 59,590/59,000
Cathy E. Pryor............ 6,000 $ 89,960 21,942/28,410 $ 66,990/64,930
Jeffry O. Rosenthal....... -0- -0- 4,000/16,000 $ 1,130/4,500
</TABLE>
___________________
(1) Based on the fair market value of the Company's common stock at the end of
the fiscal year ended January 29, 2000 ($18.313 per share) less the
exercise price payable for such shares.
-11-
<PAGE>
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. No present or former officer of the
Company or its subsidiaries serves as a member of the Compensation Committee.
During fiscal year 2000, 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 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.
-12-
<PAGE>
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 29, 2000, including the salary of Mr. Newsome as
President and Chief Executive Officer 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 29, 2000, the Compensation Committee approved the payment of cash
bonuses to executive officers of the Company, which bonuses ranged from
approximately 15% of annual base salary to approximately 58% 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 2000 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 February 4, 1999, options to
purchase a total of 88,650 shares of the Company's common stock at an exercise
price of $17.75 were granted under the 1996 Plan to 94 employees, including a
grant of 60,000 options to a total of four executive officers. On August 2,
1999, options to purchase a total of 10,000 shares of the Company's common stock
at an exercise price of $20.25 were granted under the 1996 Plan to one executive
officer. On September 8, 1999, options to purchase a total of 20,000 shares of
the Company's common stock at an exercise price of $16.375 were granted under
the 1996 Plan to one executive officer. Options granted under the 1996 Plan vest
over a five year period, in equal installments, beginning on the first
anniversary of the grant date. The awards granted to the Company's officers in
fiscal year 2000 represent the Company's desire to align the interests of
-13-
<PAGE>
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 and Chief Executive Officer. The Compensation
Committee reviews and approves the compensation of Michael J. Newsome, the
Company's President and Chief Executive Officer. For the fiscal year ended
January 29, 2000, 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 and chief executive officers
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 2001. 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
------------------ ------------------
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.
-14-
<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 NASDAQ Composite Index and the NASDAQ Retail Trade Index.
The graph below outlines returns for the period beginning with the Company's
initial public offering October 11, 1996 to fiscal year end January 29, 2000.
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 RETURNS*
[GRAPH APPEARS HERE]
Total Return
------------
Hibbett Sporting Goods, Inc. $114.33
NASDAQ Composite Index $325.39
NASDAQ Retail Trade Index $119.00
-15-
<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. Kirkland, Newsome and Saunders are
designated as Class II directors, and Messrs. Anderson and Compton are
designated as Class III directors. The Class I directors' terms will expire at
the close of the Annual Meeting in 2000, while the Class II directors will
continue to serve until the annual stockholder meeting in 2001, and the Class
III directors will serve until the annual stockholder meeting in 2002.
The Board of Directors proposes the re-election of F. Barron Fletcher, III
and John F. Megrue as Class I directors, to hold office for a term of three
years, expiring at the close of the annual meeting of stockholders to be held in
2003 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 INDEPENDENT ACCOUNTANTS
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 February 3, 2001, 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.
-16-
<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 2001, the proposal must be received by the Company at its
executive offices, 451 Industrial Lane, Birmingham, Alabama 35211, on or before
January 15, 2001.
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 29, 2000. A copy of the Company's
Annual Report on Form 10-K for the fiscal year ended January 29, 2000, 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, Secretary
-17-
<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 13, 2000.
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 Horbert Center, 2019 Fourth Avenue North, Birmingham, Alabama 35203,
on Tuesday, June 13, 2000, and at all adjournments thereof, as follows:
Election of Directors, Nominees:
F. Barron Fletcher, III and John F. Megrue
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)
[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, 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)
