What happened to the DICK'S Sporting Goods (DKS) stockholder proposal on women’s rights related risk?

The stockholder proposal requesting a report on women’s rights related business risk and decision framework did not pass. It received 166,344 votes for, 282,793,235 votes against and 640,318 abstentions, along with 5,021,189 broker non-votes, so the requested reporting will not be implemented from this vote.

DICK'S Sporting Goods (NYSE: DKS) reveals full 2026 annual meeting voting outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DICK'S Sporting Goods, Inc. reports the results of its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders elected all eleven director nominees to terms expiring in 2027.

They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 280,925,384 votes for, 2,544,487 against and 130,026 abstentions. Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, with 286,986,978 votes for, 1,550,740 against and 83,368 abstentions.

A stockholder proposal requesting a report on the Company’s women’s rights related business risk and decision framework did not pass, receiving 166,344 votes for, 282,793,235 against and 640,318 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay votes: 280,925,384 for / 2,544,487 against Auditor ratification votes: 286,986,978 for / 1,550,740 against Women’s rights proposal votes: 166,344 for / 282,793,235 against +2 more

5 metrics

Say-on-pay votes 280,925,384 for / 2,544,487 against Non-binding advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes 286,986,978 for / 1,550,740 against Ratification of Deloitte & Touche LLP for fiscal 2026

Women’s rights proposal votes 166,344 for / 282,793,235 against Stockholder proposal on women’s rights related business risk report

Director vote example 282,592,577 for / 1,007,320 withheld Election of director nominee Lauren R. Hobart

Broker non-votes (most items) 5,021,189 shares Broker non-votes reported on director, pay and proposal items

Key Terms

broker non-vote, non-binding advisory basis, independent registered public accounting firm, stockholder proposal, +1 more

5 terms

broker non-vote financial

"Nominee | For | Withheld | Broker Non-Vote"

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"independent registered public accounting firm for fiscal 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

stockholder proposal financial

"Stockholder Proposal - Request for Report on Women's Rights"

Annual Meeting financial

"The 2026 annual meeting of stockholders (the “Annual Meeting”)"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

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Understanding 8-K Material Events →

06/12/2026 - 04:23 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 10, 2026

DICK'S SPORTING GOODS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-31463	16-1241537
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Court Street, Coraopolis, PA 15108

(Address of Principal Executive Offices)

(724) 273-3400

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DKS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

TABLE OF CONTENTS


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS			4
SIGNATURE			5

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The 2026 annual meeting of stockholders (the “Annual Meeting”) of DICK'S Sporting Goods, Inc. (the “Company”) was held on June 10, 2026.

(b) Four (4) proposals were submitted by the Company's Board of Directors (the "Board") to a vote of Company stockholders, and the final results of the voting on each proposal are noted below.

The Company’s stockholders (i) elected each of the Board’s eleven (11) nominees for Director for terms that expire in 2027, or until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (iv) did not approve a stockholder proposal requesting that the Company issue a report describing the Company’s women’s rights related business risk and decision framework.

Proposal No. 1- Election of Directors


Nominee	For	Withheld	Broker Non-Vote
Mark J. Barrenechea	281,692,506	1,907,391	5,021,189
Emanuel Chirico	280,316,661	3,283,236	5,021,189
William J. Colombo	270,561,253	13,038,644	5,021,189
Robert W. Eddy	271,802,875	11,797,022	5,021,189
Anne Fink	267,900,358	15,699,539	5,021,189
Larry Fitzgerald, Jr.	272,477,931	11,121,966	5,021,189
Lauren R. Hobart	282,592,577	1,007,320	5,021,189
Sandeep Mathrani	282,457,729	1,142,168	5,021,189
Desiree Ralls-Morrison	283,210,164	389,733	5,021,189
Lawrence J. Schorr	270,530,309	13,069,588	5,021,189
Edward W. Stack	272,833,779	10,766,118	5,021,189

Proposal No. 2 - Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers, as disclosed in the Company's 2026 Proxy Statement


For	Against	Abstain	Broker Non-Vote
280,925,384	2,544,487	130,026	5,021,189

Proposal No. 3 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2026


For	Against	Abstain	Broker Non-Vote
286,986,978	1,550,740	83,368	—

Proposal No. 4 - Stockholder Proposal - Request for Report on Women's Rights Related Business Risk and Decision Framework.


For	Against	Abstain	Broker Non-Vote
166,344	282,793,235	640,318	5,021,189

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Description
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DICK'S SPORTING GOODS, INC.


Date: June 12, 2026	By:	/s/ NAVDEEP GUPTA
	Name:	Navdeep Gupta
	Title:	Executive Vice President - Chief Financial Officer

Exhibit Index


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Source: View Original Filing on SEC EDGAR

FAQ

What did DICK'S Sporting Goods (DKS) stockholders decide at the 2026 annual meeting?

Stockholders elected all eleven director nominees for terms expiring in 2027 and approved executive compensation on a non-binding basis. They also ratified Deloitte & Touche LLP as independent auditor for fiscal 2026 and voted down a stockholder proposal on women’s rights related business risk reporting.

How did DICK'S Sporting Goods (DKS) vote on executive compensation in 2026?

Stockholders approved the compensation of named executive officers on a non-binding advisory basis. The vote totals were 280,925,384 shares for, 2,544,487 against and 130,026 abstaining, with 5,021,189 broker non-votes, as disclosed in the 2026 annual meeting results.

Which auditors did DICK'S Sporting Goods (DKS) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. The ratification received 286,986,978 votes for, 1,550,740 against and 83,368 abstentions, with no broker non-votes reported for this proposal at the annual meeting.

How many director nominees were elected at DICK'S Sporting Goods (DKS) 2026 annual meeting?

Stockholders elected eleven director nominees to the board for terms expiring in 2027. Each nominee, including Lauren R. Hobart and Edward W. Stack, received more votes “for” than “withheld,” with additional broker non-votes reported, confirming their election under the company’s stated voting results.

Was there any change to DICK'S Sporting Goods (DKS) independent auditor for 2026?

No change was made to the independent auditor. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 286,986,978 shares voting in favor and relatively few shares voting against or abstaining on this ratification item.

Filing Exhibits & Attachments

3 documents