DICK'S SPORTING GOODS, INC. - Proxy Solicitation & Information Statement 2014

DEFA14A 1 d677413ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

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

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¨	Soliciting Material Pursuant to §240.14a-12

Dicks Sporting Goods, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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DICKS SPO R TING GOODS, INC.

Important Notice Rega r ding the A vailability of P r oxy Materials for

the Annual Meeting of Stockholders to be held on June 11, 2014.

Hyatt Regency, 1111 Airport Blvd., Pittsburgh, PA 15231

Thi s communicatio n p r esent s onl y a n overvie w o f th e mo r e complet e p r ox y material s tha t a r e availabl e t o yo u o n th e Inte r net. W e encourag e yo u t o acces s an d r evie w al l o f th e important informatio n containe d i n th e p r ox y material s befo r e voting. Th e P r ox y Statemen t an d Annua l Repor t t o Stockholder s a r e availabl e a t ww w .alliancep r o x y .com/dcsg/2014. I f yo u wan t t o r eceiv e a pape r o r e-mai l cop y o f thes e documents, yo u mus t r eques t one . The r e i s n o charg e t o yo u fo r r equestin g a cop y . Pleas e mak e you r r eques t fo r a cop y a s instructe d belo w on o r befo r e Jun e 3 , 201 4 t o facilitat e timel y deliver y . Importan t informatio n r ega r din g th e Inte r ne t availabilit y o f the Company s p r ox y materials , instruction s fo r accessin g you r p r oxy material s an d votin g onlin e an d instruction s fo r r equestin g pape r or e-mai l copie s o f you r p r ox y material s a r e p r ovide d o n th e r everse sid e o f thi s Notice.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON.

To the Stockholders of DICKS SPORTING GOODS, INC.

Notice is hereby given that the Annual Meeting of Stockholders of Dicks Sporting Goods, Inc. will be held on June 11, 2014 at 1:30 p.m. Local Time at the Hyatt Regency, 1111 Airport Blvd., Pittsburgh, PA 15231 for the following purposes:

P r oposal 1 - Election of Class C Directors, each for terms that expire in 2017

Nominees for the Board of Directors are

01 Jacqualyn A. Fouse 02 Lawrence J. Schorr 03 Edward W. Stack

P r oposal 2 - Ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm

P r oposal 3 - Non-binding advisory vote to approve compensation of named executive officers

Note: In their discretion, the proxies are authorized to act on such other business as may properly come before the meeting or any postponement or any adjournment thereof.

The Securities and Exchange Commission rules permit us to make our proxy materials available to our stockholders via the Internet.

Paper copies of materials for this annual meeting and future meetings may be requested by one of the following methods:

| ● | To view your proxy materials online, go to www.allianceproxy.com/dcsg/2014 . Have the 11 digit control number available when you access the website and follow the instructions. | | --- | --- | | ● | 877-777-2857 TOLL FREE | | ● | [email protected] * If requesting material by e-mail, please send a blank e-mail with the company name and your 11 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material. |

Y ou must use the 11 digit cont r ol number located in the box belo w .

CONTROL NO.

DICKS SPORTING GOODS, INC.

345 Court Street

Coraopolis, PA 15108

The following proxy materials are available to you to review at: www.allianceproxy.com/dcsg/2014

2013 Annual Report

Proxy Statement

If you require directions to the annual meeting, please call (724) 273-5338.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or

to vote your proxy electronically.

You must reference your control number to vote by Internet or request hard copy.

You May Vote Your Proxy When You View The Material On The Internet.

You Will Be Asked To Follow The Prompts To Vote Your Shares.

Your electronic vote authorizes the named proxies to vote your shares in the same manner

as if you marked, signed, dated and returned the proxy card.

Holders of shares under the Dicks Sporting Goods, Inc. ESPP or Stock and Incentive Plans must vote no later than 11:59 P.M. Eastern Daylight Savings Time on June 8, 2014

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1- 877-777-2857

By logging onto http://www.allianceproxy.com/dcsg/2014

By email at: [email protected]

Please include the company name and your control number in the subject line.