Document

DEF 14A 1 a2021proxystatement.htm DEF 14A HIBB 2021 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

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))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Hibbett Sports, 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):

☒ 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 (set forth the amount on which the filing fee is calculated and state how it was determined):

_____________________________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

_____________________________________________________________________________________________

(5) Total fee paid:

_____________________________________________________________________________________________

☐ Fee paid previously with preliminary materials.

____________________________________________________________________________________________

Index

☐ 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:

_____________________________________________________________________________________________

Index

______________________________________________

Notice of Annual Meeting

and

Proxy Statement

______________________________________________

2021 Annual Meeting of Stockholders

Wednesday, May 26, 2021 at 11:00 a.m. CDT

Location: Virtually via the Internet at www.meetingcenter.io/272059526

HIBBETT SPORTS® 2021 Proxy Statement - 1 -

Index

HIBBETT SPORTS, INC.

2700 Milan Court, Birmingham, Alabama 35211

April 16, 2021

Dear Fellow Stockholders:

On behalf of the Board of Directors and the management of Hibbett Sports, Inc., it is my pleasure to invite you to the 2021 Annual Meeting of Stockholders. In light of ongoing public health concerns regarding the COVID-19 pandemic, the Board of Directors has determined that it is prudent that this year’s Annual Meeting be held in a virtual-only format. The Annual Meeting will be held on May 26, 2021, beginning at 11:00 a.m. (Central Time) via a live webcast at www.meetingcenter.io/272059526, where you will be able to vote electronically and submit questions during the Annual Meeting.

Watching the Hibbett team navigate this past year made me proud to be a Hibbett stockholder. From the onset of the COVID-19 pandemic, your Board of Directors, senior management and the entire Hibbett team responded to every challenge with a focus that delivered a record year. The team’s judicious and skillful management of this crisis has allowed us to begin Fiscal 2022 with strong momentum and in a solid financial position.

In addition to the challenging business environment resulting from the COVID-19 pandemic, there was a renewed focus on important social issues. Even as both these events continue on personal and professional levels, we are taking action to be part of the solution in our neighborhoods which includes:

•Continuing to be proactive in protecting the health and safety of our team members and customers and requiring all store locations, our store support center and logistics facility to follow prescribed safety guidelines; and

•Recognizing the challenges facing our society related to important social issues. The Sole School initiative has been launched and over 80 high schools will be involved. The program includes product and monetary donations and is closely linked to high school athletics. Given the current COVID-19 environment, we have partnered with these selected schools to develop a virtual engagement plan that protects the safety of the communities which began in November 2020. A full rollout of the program is expected in Fiscal 2022 to align with the spring sports season.

The following pages contain the Notice of Annual Meeting of Stockholders and Proxy Statement, which describes the specific business to be considered and voted upon at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented. The accompanying Proxy Statement explains more about voting.

Thank you for your continued support.

Sincerely,


Michael E. Longo
President and Chief Executive Officer

HIBBETT SPORTS® 2021 Proxy Statement - 2 -

Index

HIBBETT SPORTS, INC.

2700 Milan Court, Birmingham, Alabama 35211

Notice of 2021 Annual Meeting of Stockholders

To the Stockholders of Hibbett Sports, Inc.:

The 2021 Annual Meeting of Stockholders (Annual Meeting) of Hibbett Sports, Inc., will be held at 11:00 a.m., Central Time, on Wednesday, May 26, 2021. The Annual Meeting will be held in virtual format and conducted via a live webcast at www.meetingcenter.io/272059526 for the purpose of voting on the following matters:

1.To elect four (4) Class I Directors nominated by the board to serve three-year terms ending at the 2024 Annual Meeting of Stockholders;

2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for Fiscal 2022;

3.To approve, by non-binding advisory vote, the compensation of our named executive officers; and

4.To transact any other business properly brought before the meeting for any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” all the nominees listed in Proposal Number 1 and “FOR” Proposal Numbers 2 and 3. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on March 22, 2021, will be entitled to vote at the Annual Meeting. Please note that brokers may not vote your shares on the election of directors or the advisory vote on executive compensation in absence of your specific instructions as to how to vote.

The Securities and Exchange Commission (SEC) rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to take advantage of these rules and believe that they reduce the cost of delivery, provide greater flexibility to our stockholder, and lessen the environmental impact of our Annual Meeting. This Proxy Statement and our Annual Report are available on our website at hibbett.com under “Investor Relations.” Additionally, and in accordance with SEC rules, you may access our proxy materials at www.envisionreports.com/hibb which does not utilize “cookies” that identify visitors to the site.

Whether or not you expect to attend the Annual Meeting via a live webcast at www.meetingcenter.io/272059526, it is important that you vote as soon as possible to ensure that your shares are represented. If you attend the Annual Meeting and wish to change your vote, you can do so by attending and voting at the virtual Annual Meeting.

By Order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 26, 2021: The Company’s Proxy Statement and Annual Report to stockholders for the fiscal year ended January 30, 2021 are available at hibbett.com under “Investor Relations”.

HIBBETT SPORTS® 2021 Proxy Statement - 3 -

Index


						PAGE
Proxy Statement Summary						5

General Information about the Annual Meeting, these Materials and Voting						10

Proposal Number 1 - Election of Directors						15

Our Board of Directors and Corporate Governance Matters						17

Environmental, Social and Governance Initiatives						31

Compensation and Non-Employee Directors						31
Director Compensation Table						31
Equity Plans for Directors						33

Compensation Committee Report						36

Executive Compensation						37
Compensation Discussion and Analysis						37
Summary Compensation Table						51
Grants of Plan-Based Awards Table						58
Outstanding Equity Awards at Fiscal Year End Table						58
Option Exercises and Stock Vested in Fiscal Year 202 1						60
Nonqualified Deferred Compensation in Fiscal Year 202 1						61
Potential Payments Upon Termination or Change in Control						61
Chief Executive Officer (CEO) Pay Ratio Disclosure						67

Security Ownership of Certain Beneficial Owners and Management						68

Delinquent Section 16(a) Reports, Related Person Transactions and Legal Proceedings						70

Audit Matters						71
Audit Committee Report						71
Fees Paid to Independent Registered Public Accountant						73
Policy on Pre-Approval of Audit and Permissible Non-Audit Services						73

Proposal Number 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm						74

Proposal Number 3 - Approval of Executive Compensation						75

Other Business						76

HIBBETT SPORTS® 2021 Proxy Statement - 4 -

Index

PROXY STATEMENT SUMMARY

____________________

The Board of Directors (the Board) of Hibbett Sports, Inc. (the Company) is soliciting your proxy to vote at the Company’s 2021 Annual Meeting of Stockholders (the Annual Meeting), or at any adjournment or postponement of the Annual Meeting. To assist you in your review of this proxy statement (Proxy Statement), we have provided a summary of certain information relating to the items to be voted on at the Annual Meeting in this section. For additional information about these topics, please review this Proxy Statement in full and the Company’s Annual Report on Form 10-K for Fiscal 2021, which was filed with the Securities and Exchange Commission (SEC) on April 7, 2021 (the Annual Report).

We operate on a 52- or 53-week fiscal year ending on the Saturday nearest to January 31 of each year. The consolidated statements of operations for Fiscal 2021, Fiscal 2020 and Fiscal 2019 all included 52 weeks of operations.

This Proxy Statement and the form of proxy were made available to stockholders on or about April 16, 2021. The Annual Report is being made available with this Proxy Statement. The Annual Report is not part of the proxy solicitation materials.

Fiscal 2021 Business Performance

Key Financial Results

Net Sales

Net sales increased $235.4 million, or 19.9%, to $1.42 billion in Fiscal 2021 from $1.18 billion in Fiscal 2020 and comparable store sales for Fiscal 2021 increased 22.2% compared to Fiscal 2020.

Gross Margin

Gross margin was $504.5 million, or 35.5% of net sales, for Fiscal 2021 compared to $383.5 million, or 32.4% of net sales, for Fiscal 2020. Excluding inventory reserve adjustments in the current year and costs associated with the acquisition and integration of City Gear, LLC (City Gear), the COVID-19 pandemic and our strategic realignment plan, gross margin was $507.5 million, or 35.8% of net sales, for Fiscal 2021 compared to $383.3 million, or 32.4% of net sales, for Fiscal 2020. (See Appendix A for a reconciliation of non-GAAP measures.)

SG&A

Store operating, selling and administrative (SG&A) expenses, including goodwill impairment, were $376.5 million, or 26.5% of net sales, for Fiscal 2021 compared to 318.0 million, or 26.9% of net sales, for Fiscal 2020. Excluding non-GAAP adjustments, SG&A expenses were $336.5 million, or 23.7% of net sales, for Fiscal 2021 compared to $295.5 million, or 25.2% of net sales, for Fiscal 2020. (See Appendix A for a reconciliation of non-GAAP measures.)

Net Income

Net income for Fiscal 2021 was $74.3 million ($4.36 per diluted share) compared to $27.3 million ($1.52 per diluted share) for Fiscal 2020. Excluding costs associated with the acquisition and integration of City Gear, the COVID-19 pandemic and our strategic realignment plan, net income was $104.3 million ($6.12 per diluted share) for Fiscal 2021 compared to $41.9 million ($2.33 per diluted share) for Fiscal 2020. (See Appendix A for a reconciliation of non-GAAP measures.)

HIBBETT SPORTS® 2021 Proxy Statement - 5 -

Index

E-Commerce

E-commerce sales increased 92.1% and represented 16.7% of total net sales in Fiscal 2021 compared to 10.4% of total net sales in Fiscal 2020.

Fiscal 2021 Named Executive Officers

The Compensation Discussion and Analysis included in this Proxy Statement focuses on the compensation of our named executive officers (our “NEOs”) for Fiscal 2021, who are listed below:


Named Executive Officer						Title
Michael E. Longo						President and Chief Executive Officer
Robert J. Volke(1)						Senior Vice President and Chief Financial Officer
Scott R. Humphrey(2)						Former Interim Chief Financial Officer
Jared S. Briskin						Senior Vice President and Chief Merchant
William G. Quinn						Senior Vice President Digital Commerce
Ronald P. Blahnik						Senior Vice President and Chief Information Officer
Cathy E. Pryor(3)						Former Senior Vice President of Operations

(1) Mr. Volke was appointed our Senior Vice President of Accounting and Finance, effective April 13, 2020, and as our Chief Financial Officer effective April 17, 2020.

(2) Mr. Humphrey served as our Interim Chief Financial Officer through April 17, 2020.

(3) Ms. Pryor served as our Senior Vice President of Operations through April 1, 2020.

Fiscal 2021 Compensation Highlights

COVID-19 Impacts to Fiscal 2021 Incentive Compensation and Equity Awards

The Compensation Committee believes that a majority of the total compensation opportunity for executives should be variable or at risk with the majority allocated to cash bonuses and equity awards that are contingent on the achievement of predetermined performance measures in order to align compensation with the interests of stockholders. Performance measures for management are based on Company-wide targets, with a greater emphasis for more senior personnel.

Our Compensation Committee has historically based the performance-incentive program (including cash incentive and equity) for our executive officers on Company metrics, which over the last several years has been ROIC and EBIT. These decisions are typically finalized at its March meeting. For Fiscal 2021, the Compensation Committee again based the short-term cash incentive on EBIT for Fiscal 2021. However, due to the macroeconomic environment and unprecedented disruption caused by the onset of the COVID-19 pandemic, the resulting significant global market decline, and its initial effect on the value of our common stock, the Compensation Committee decided to make adjustments to the compensation structure for Fiscal 2021 by awarding solely service-based awards to our executives, with no performance criteria. In considering overall workforce retention and the immeasurable effects of the COVID-19 pandemic, the Compensation Committee determined it was important to award equity to executive officers and eligible team members recognizing that all were working under unprecedented conditions while protecting against unintended windfalls.

This varied from the historical practice of awarding equity based on a specific value that was determined based on the price of our common stock on the date of grant, in a mix of performance-based and service-based awards for our executive officers. The Compensation Committee reasoned that the depressed price of our common stock at the time of grant could yield an unintended windfall to our executive officers. The Compensation Committee believed that under the economic environment at the onset of the COVID-19 pandemic, all our team members were faced with

HIBBETT SPORTS® 2021 Proxy Statement - 6 -

Index

unmitigated uncertainties and working conditions to keep our business on track towards our strategic goals for Fiscal 2021 and beyond.

The primary objectives of our executive compensation program in Fiscal 2021 were to provide compensation that:

•attracts and retains highly qualified executive officers and motivates them to deliver a consistently high level of performance;

•aligns the economic interests of our executive officers with those of our stockholders by placing a portion of their compensation at risk through performance goals that, if achieved, are expected to increase total stockholder return;

•rewards performance that emphasizes teamwork among executive officers that supports healthy Company growth and supports the Company’s values by promoting a culture of integrity, business ethics and customer service; and

•rewards execution of short-term and long-term strategic initiatives.

We believe the compensation earned by our NEOs reflect our financial results in Fiscal 2021, particularly their variable or at risk compensation. The performance and pay results are strong indicators that our business strategy and compensation philosophies are appropriately synchronized.

In Fiscal 2021, the Compensation Committee structured the total compensation program for executives to consist of:

•base salary,

•performance-based cash bonus,

•service-based equity awards, and

•certain other benefits discussed in more detail later in this document.

Apart from the changes mentioned above for Fiscal 2021 as a result of the impacts of the COVID-19 pandemic, our compensation program has been consistently applied by the Compensation Committee for several years.

Board Governance Summary

We believe good corporate governance practices begin with a diverse, highly qualified and engaged Board. In the last five years, we have added six new directors resulting in a Board with broad skill sets and backgrounds. Board refreshment and effectiveness is a product of consistent and thorough Board and Committee self-assessment processes, which includes anonymous and confidential feedback on topics such as the effectiveness of Board/Committee materials, Board/Committee composition and structure and Board meeting conduct and culture.

We recognize the strategic importance of Board diversity and strive to achieve an overall balance of diversity of perspectives, backgrounds and experiences relevant to our overall strategic philosophy when selecting Board nominees. By viewing diversity broadly, it allows us to factor criteria such as areas of functional, leadership and job experiences and educational background with intangible factors such as integrity, judgment and the ability of the nominee to devote adequate time to our Board over a sustained period. We continually assess our composition to be sure we have the right diversity of thought, experience, attributes and background to support our long-term strategic initiatives.


GOVERNANCE HIGHLIGHTS
Board Independence	▪	All of our Directors, except for our CEO, are independent, which includes an independent Chairman of the Board and Committees comprised entirely of independent Directors.

	▪	Our independent Directors have an opportunity to meet in executive session at each meeting and do so on a regular basis.

Director Elections	▪	The affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the Annual Meeting and entitled to vote is required for the election of each Director.

HIBBETT SPORTS® 2021 Proxy Statement - 7 -

Index


Board and Committee Meetings	▪	Each of our Directors averaged greater than 90% attendance of all Board meetings and applicable Committee meetings.

Board and Committee Evaluations	▪	The Board and each Committee conduct a comprehensive self-evaluation each year to identify potential areas of improvement.

Corporate Strategy	▪	At least once per year, the Board and management engage in an in-depth discussion and align on the Company’s long-term corporate strategy. The strategy is revisited regularly during Board and Committee meetings.

	▪	In addition, the Board utilizes a strategy sub-committee that meets at least once each quarter with management and met 14 times in Fiscal 2021 as a result of the COVID-19 pandemic.
Succession Planning	▪	The Board reviews and discusses succession plans for executives and key contributors at least annually.

Environmental, Social and Governance Initiatives	▪	We recognize the importance of environmental, social and governance (ESG) issues and strive to be a responsible corporate citizen by promoting business practices that benefit all of our stakeholders.

Proposals to be Voted on and Voting Recommendations


Proposal	Voting Recommendation	Page Reference (for more detail)
Election of Class I Directors (Proposal Number 1)	FOR	15
Ratification of Ernst & Young LLP (E&Y) as the Company’s independent registered public accounting firm for Fiscal 2022 (Proposal Number 2)	FOR	74
Advisory vote to approve executive compensation (say-on-pay) (Proposal Number 3)	FOR	75

Director Nominees

The following table provides summary information about our Class I Director nominees. The Class I Directors will be elected to each serve a three-year term that will expire at the Company’s 2024 Annual Meeting of Stockholders.

Nominee

Age

Director
Since

Select
Professional
Experience

Independent

Current
Board
Committees

Select Skills/
Qualifications

Terrance G. Finley

2008

Mr. Finley is currently President and Chief Executive Officer of Books-A-Million, Inc., where he has worked as President and Chief Operating Officer, Executive Vice President – Chief Merchandising Officer and in various positions within the merchandising group since 1993. His current responsibilities include all the company’s store operations, merchandising, marketing, publishing, import and Internet activities. A veteran of the book industry for over 40 years, Mr. Finley has led several of Books-A-Million’s business units, including the launching of its e-commerce effort.

Yes

Compensation

Nominating and Corporate Governance

Mr. Finley’s strong experience in retail store operations, merchandising and marketing are complimentary to the operations of our Company.

HIBBETT SPORTS® 2021 Proxy Statement - 8 -

Index

Dorlisa K. Flur

2019

Ms. Flur is currently an independent senior advisor and was previously Chief Strategy and Transformation Officer at Southeastern Grocers, Inc. from 2016 until July 2018. From 2013 to 2016, Ms. Flur was Executive Vice President, Omni-channel at Belk, Inc. Prior to Belk, Ms. Flur held several executive and strategic leadership roles at Family Dollar Stores, Inc. from 2004 to 2012, rising to Vice Chair, Strategy and Chief Administrative Officer. Earlier in her career, she honed her strategic skill set with 16 years at McKinsey and Company, Inc. where she was the first female partner elected in the Southeast and also co-led the Charlotte office. Additionally, she serves on the Board of Directors of Sally Beauty Holdings, Inc. and serves on their Nominating, Governance and Corporate Responsibility Committee and Compensation and Talent Committee.

Yes

Audit

Nominating and Corporate Governance

Ms. Flur brings a skill set to our Board through her McKinsey background and C-level positions, having managed nearly every line-operating function at several public and private retail companies with geographic dispersion and a varied customer base.

Michael E. Longo

2019

Mr. Longo joined the Company as Chief Executive Officer and President in December 2019. Formerly, he served as Chief Executive Officer for Memphis-based City Gear, LLC, where he oversaw the successful sale of the company in 2018 to Hibbett Sports. Prior to City Gear, he worked in positions of increasing responsibility and leadership with AutoZone, Inc. starting as a Vice President of Supply Chain in 1996 to Executive Vice President of Supply Chain, IT, Development, Mexico in 2005.

N/A

Mr. Longo’s strong retail, digital and supply chain experience in senior leadership roles, as well as public board membership, provide important strategic focus to the Company.

Lorna E. Nagler

2019

Ms. Nagler brings close to 40 years of experience in the retail industry and served as President of Bealls Department Stores, Inc. from January 2011 to February 2016. Prior to that time, she served as President and CEO of Christopher & Banks Corporation from 2007 to 2010. From 2002 to 2007, she served in several leadership roles at Charming Shoppes, including President of Lane Bryant and President of Catherine Stores. She also held merchandising leadership roles at Kmart Corporation and Kids “R” Us between 1994 and 2001. Additionally, Ms. Nagler currently serves on the Board of Directors of Ulta Beauty, a Fortune 500 Company, since 2009, where she sits on the Compensation and Nominating and Corporate Governance committees and formerly served on the Board of Directors of Christopher & Banks Corporation as a member of their Audit, Compensation and Governance committees.

Yes

Compensation

Ms. Nagler provides considerable expertise on strategic, management and operational issues facing a multi-state retailer.

HIBBETT SPORTS® 2021 Proxy Statement - 9 -

Index

Forward-Looking Statements

This Proxy Statement, including the CEO letter to fellow stockholders, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include any statement that does not directly relate to any historical or current fact and are based on current expectations and assumptions, which may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. The Company describes risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its Forms 10-K and 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise, except as required by law.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING, THESE MATERIALS AND VOTING

What is included in these proxy materials? These materials include the Notice of Annual Meeting and Proxy Statement (Notice) and the Annual Report, which contains the Company’s consolidated financial statements.

Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials? In light of the impact of the ongoing COVID-19 pandemic, we are furnishing proxy materials to our stockholders primarily over the Internet under the SEC’s notice and access rules instead of mailing full sets of the printed materials. Additionally, we believe that these rules reduce the costs of delivery, provide greater flexibility to our stockholders, and lessen the environmental impact of our Annual Meeting. On or about April 16, 2021, we started mailing a Notice of Internet Availability of Proxy Materials (the Hibbett Notice) to most of our stockholders in the United States. The Hibbett Notice contains instructions on how to access and read this Proxy Statement and our Annual Report on the Internet and how to vote online. If you received a Hibbett Notice by mail, you will not receive paper copies of the proxy materials in the mail, unless you request them. If you received a Hibbett Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Hibbett Notice for requesting the materials, and we will promptly mail the materials to you.

How can I attend the Annual Meeting? The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. You are entitled to attend the Annual Meeting only if you were a stockholder of the Company as of the close of business on March 22, 2021, or if you hold a valid proxy for the Annual Meeting. You will be able to attend the Annual Meeting online and will be afforded the same rights and opportunities to vote, ask questions and participate as you would at an in-person annual meeting. In particular, you can submit questions in advance of, or live during the Annual Meeting by visiting www.meetingcenter.io/272059526 and following the instructions and rules of conduct on the Annual Meeting website. During the Annual Meeting, we intend to answer stockholder questions that are pertinent to the Company and the official business of the Annual Meeting, subject to time constraints.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is HIBB2021. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

How do I register to attend the Annual Meeting virtually on the Internet? If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on this Notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email

HIBBETT SPORTS® 2021 Proxy Statement - 10 -

Index

address to Computershare. You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on May 21, 2021. Requests for registration should be directed to the following:


By email:						By mail:
Forward the email from your broker, or attach an image of your legal proxy, to: legalproxy@computershare.com.						Computershare Hibbett Sports Legal Proxy P.O. Box 505000 Louisville, KY 40233

What if I have trouble accessing the virtual Annual Meeting? The virtual Annual Meeting platform is fully supported across browsers (e.g., MS Edge, Firefox, Chrome, and Safari) and devices (including computers, tablets, and cellphones) running the most updated version of applicable software and plugins. Please note that Internet Explorer is not currently supported. Participants should ensure that they have a reliable Internet connection whenever they intend to participate in the Annual Meeting. Participants should allow time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting. We encourage you to access the Annual Meeting prior to the start time. A link on the Annual Meeting page will provide further assistance should you need it.

The Annual Meeting will begin promptly at 11:00 a.m., Central Time, on May 26, 2021. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined in this Proxy Statement. If you have difficulty accessing the Annual Meeting, or if any technical difficulties arise during the Annual Meeting, please call 1-888-724-2416 (toll-free) or the technical support number that will be posted on the log in page for the Annual Meeting. On May 26, 2021, there will be technicians available to assist you beginning at 10:30 a.m., Central Time, with any difficulties.

What is the purpose of this meeting and these materials? This is the Annual Meeting of our stockholders. At the Annual Meeting, you will be asked to vote on three proposals:

•the election of four Class I directors to serve three-year terms expiring in 2024;

•the ratification of our Audit Committee’s selection of E&Y as our independent registered public accounting firm for Fiscal 2022; and

•the approval, by a non-binding advisory vote, of our named executive officers' compensation.

We are not aware of any other matters to be brought before the Annual Meeting. If other matters are properly raised at the Annual Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

Our Board strongly encourages you to exercise your right to vote on these matters. Your vote is important. Voting early through the Internet, by telephone or by a proxy or voting instruction card helps ensure that we receive a quorum of shares necessary to hold the meeting. After the conclusion of the formal business of the Annual Meeting, management may give a report to interested stockholders on our performance during the fiscal year that ended on January 30, 2021.

How do the Directors of the Company recommend that I vote? The Board unanimously recommends that you vote:


Proposal	Matter	Board Vote Recommendation
1	Election of Class I Directors	FOR Each Nominee
2	Ratification of the appointment of E&Y as our independent registered public accounting firm for Fiscal 2022	FOR
3	Approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers	FOR

HIBBETT SPORTS® 2021 Proxy Statement - 11 -

Index

Who is entitled to vote at the Annual Meeting? Holders of the Company’s common stock at the close of business on March 22, 2021, are entitled to receive this Notice and to vote their shares at the Annual Meeting. As of that date, there were 16,380,052 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner? The most common ways in which stockholders hold Hibbett Sports stock are:

•directly with our transfer agent, Computershare, Inc. (stockholder of record); or

•indirectly through an account with an institutional or nominee holder of our stock such as a broker or bank who is the record holder of the stock (beneficial owner).

If you hold your shares as a stockholder of record, our transfer agent sends the proxy materials to you and your vote instructs the proxies how to vote your shares. If you hold your shares indirectly (in street name) as a beneficial owner, your broker, bank or other nominee delivers the proxy materials to you. Your vote instructs your nominee how to vote your shares, and that nominee in turn instructs the proxies how to vote your shares.

How do I vote? Most stockholders have a choice of voting by mail, by telephone, on the Internet, or by attending the virtually held Annual Meeting. Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you. If you vote by telephone or on the Internet, you do not need to return your proxy card.

A.By Mail

Be sure to complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board.

If you are a stockholder of record, and the prepaid envelope is missing, please mail your completed proxy card to Proxy Services, c/o Computershare, P.O. Box 505000, Louisville, KY 40233.

B.By Telephone or on the Internet

The telephone and Internet voting procedures established by the Company for stockholders of record are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded.

You can vote by calling the toll-free telephone number on the proxy card. Please have your proxy card in hand when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.investorvote.com/hibb. Please have your proxy card handy when you go online. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Central Daylight Savings Time on May 25, 2021. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive.

If you vote by telephone or on the Internet, you do not have to return your proxy card or voting instruction card.

C.Virtually at the Annual Meeting

If you attend the Annual Meeting via live webcast, you may also submit your vote at the Annual Meeting and any votes that you previously submitted – whether via the Internet, by phone or by mail – will be superseded by the vote that you cast at the Annual Meeting. To vote at the Annual Meeting, beneficial owners will need to

HIBBETT SPORTS® 2021 Proxy Statement - 12 -

Index

contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” as described above. Whether your proxy is submitted by the Internet, by phone or by mail, if it is properly completed and submitted and if you do not revoke it prior to the Annual Meeting, your shares will be voted virtually at the Annual Meeting in the manner set forth in this Proxy Statement or as otherwise specified by you.

What can I do if I change my mind after I vote my shares? If you are a stockholder of record, you can revoke your proxy before it is exercised by:

•written notice to the Secretary of the Company;

•timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or

•voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

All shares that have been properly voted and not revoked will be cast at the Annual Meeting.

What shares are included on the proxy card? If you are a stockholder of record, you will receive only one proxy card for all the shares you hold:

•in certificate form; and

•in book-entry form.

If you are a beneficial owner, you will receive voting instructions, and information regarding consolidation of your vote, from your bank, broker or other holder of record.

What is “householding” and how does it affect me? We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting, Proxy Statement and of our Annual Report, unless one or more of these stockholders notifies us that they wish to receive individual copies. This procedure is designed to reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting, Proxy Statement and Annual Report, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, you can request information about householding from your bank, broker or other holder of record.

Is there a list of stockholders entitled to vote at the Annual Meeting? The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting in an electronic format at the live webcast and for ten days prior to the Annual Meeting for any purpose relevant to the Annual Meeting, between the hours of 8:00 a.m. and 3:00 p.m., at our principal executive offices at 2700 Milan Court, Birmingham, Alabama 35211, by contacting the Secretary of the Company.

What is the effect of abstentions and broker non-votes? Proxies marked “abstain” or proxies required to be treated as broker “non-votes” will be viewed as present for purposes of determining whether there is a quorum at the Annual Meeting. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner of the shares. Abstentions with respect to any matter will have the same effect as a vote against that proposal.

Pursuant to New York Stock Exchange (NYSE) rules, brokers may vote on routine matters but do not have discretionary power to vote your shares on “non-routine” matters unless the broker receives appropriate instructions from you. The ratification of the selection of the independent registered public accounting firm (Proposal 2) is the only item on the agenda for the Annual Meeting that is considered routine. The election of Directors and the vote on an advisory basis for named executive officer compensation are considered “non-routine” matters. Due to NYSE rules, brokers are not able to vote your shares with respect to “non-routine” matters if you have not provided instructions. Therefore, we strongly urge you to vote your shares.

HIBBETT SPORTS® 2021 Proxy Statement - 13 -

Index

What are the voting requirements to elect Directors (Proposal Number 1) and to approve Proposal Numbers 2 and 3 discussed in this Proxy Statement? The holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, are necessary to constitute a quorum. The affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the Annual Meeting and entitled to vote is required for the election of each Director (Proposal Number 1), the ratification of the selection of the independent registered public accounting firm (Proposal Number 2) and to approve, on an advisory basis, the named executive officer compensation (Proposal Number 3). You may vote “for” or “against” or “abstain” with respect to Proposal Numbers 1, 2 and 3.

Could other matters be decided at the Annual Meeting? At the date that this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration, the proxies designated on the enclosed proxy card, or any substitute for such proxies, will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation? We will pay all expenses in connection with the solicitation of the proxies relating to this Proxy Statement, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to our stockholders. In addition, Directors, executive officers or employees may solicit proxies on our behalf by telephone, electronic transmission or personal contact without additional compensation. All reasonable proxy soliciting expenses will be paid by us in connection with the solicitation of votes for the Annual Meeting.

Who will count the vote? Representatives of our transfer agent, Computershare, Inc., will tabulate the votes. Corporate Communications, Inc. will act as independent inspectors of election.

Where can I find the voting results of the Annual Meeting? We will announce the voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the SEC within four business days of the completion of the Annual Meeting.

Could developments regarding COVID-19 affect the Annual Meeting? We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose as it relates to the current, ongoing COVID-19 pandemic. Therefore, the Annual Meeting will be held in a virtual format via a live webcast.

In the event that the logistics of our Annual Meeting are further impacted by developments related to or stemming from the COVID-19 pandemic, we will announce such information as promptly as practicable. If such an event occurs, we intend to take all reasonable steps necessary to inform our stockholders, intermediaries, and other market participants of such changes, including but not limited to, the issuance of a press release announcing such changes and the filing of such announcement with the SEC as definitive additional soliciting material. Please additionally monitor our website at hibbett.com for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

HIBBETT SPORTS® 2021 Proxy Statement - 14 -

Index

PROPOSAL NUMBER 1

ELECTION OF DIRECTORS

The terms of Terrance G. Finley, Dorlisa K. Flur, Michael E. Longo and Lorna E. Nagler our Class I Directors, will expire at the 2021 Annual Meeting of Stockholders. The Board has nominated Mr. Finley, Ms. Flur, Mr. Longo and Ms. Nagler, incumbent Class I Directors, at the 2021 Annual Meeting of Stockholders. If elected, these Class I Directors will hold office for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2024 and until their successor is elected and qualified. Proxies may not be voted for a greater number of persons than the nominees named herein.

The remaining six incumbent Directors previously elected to Class II and Class III will continue in office following the 2021 Annual Meeting and until their terms expire at the Annual Meetings of Stockholders in 2022 and 2023, respectively.

Mr. Finley, Ms. Flur, Mr. Longo and Ms. Nagler have indicated their willingness to serve as Directors. If they become unable to stand for election, the persons named in the proxy will vote for any substitute nominees proposed by the Board.

Vote Required

A Director will be elected, so long as a quorum is present, if he or she receives the affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the Annual Meeting and entitled to vote. Abstentions shall have the effect of a vote against a nominee. Although broker non-votes will be treated as present for purposes of determining whether there is a quorum, broker non-votes will not be counted for purposes of determining the number of votes present and entitled to vote with respect to the election of directors and will not otherwise affect the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT

YOU VOTE “FOR” THE NOMINEES FOR DIRECTOR.

Listed below are the four persons nominated for election to the Board. The following paragraphs include information about each Director nominee’s business background, and additional experience, qualifications, attributes or skills that led the Board to conclude that the nominees should serve on our Board.

Name

Age

Principal Occupation

Director Since

Terrance G. Finley

President and CEO of Books-A-Million, Inc.

2008

Dorlisa K. Flur

Senior Advisor and Former Chief Strategy and Transformation Officer for Southeastern Grocers, Inc.

2019

Michael E. Longo

SEC Form DEF 14A filed by Hibbett Sports, Inc.