Filed: 24 Jun 21, 8:03am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 2021
(Exact Name of Registrant as Specified in its Charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
2700 Milan Court
Birmingham, Alabama 35211
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Hibbett Sports, Inc.
(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 Per Share||HIBB||Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On June 23, 2021, the Board of Directors (the “Board”) of Hibbett Sports, Inc., a Delaware corporation (the “Company"), approved a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to change the Company’s corporate name from “Hibbett Sports, Inc.” to “Hibbett, Inc.” (the “Corporate Name Change”). The Company filed the Certificate of Amendment with the Delaware Secretary of State’s office on June 23, 2021, which became effective as of 12:01 a.m. (Eastern Time) on June 24, 2021.
The Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to Bylaws
The Board also approved on June 23, 2021, a conforming amendment to the Bylaws of the Company, as amended (the “Bylaws”), to reflect the Corporate Name Change, which was effective as of June 24, 2021. The Bylaws, as amended to reflect the Corporate Name Change, are attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 24, 2021, the Company issued a press release (the “Press Release”) in respect of the Corporate Name Change. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On June 24, 2021, the Company issued a press release to announce that the Board has declared a cash dividend of $0.25 per share. The dividend is payable on July 20, 2021, to stockholders of record as of July 8, 2021. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|Certificate of Amendment to the Certificate of Incorporation of the Registrant|
|Bylaws of the Registrant (as amended on June 24, 2021)|
|Form of Stock Certificate|
|Press Release dated June 24, 2021 (Corporate Name Change)|
|Press Release dated June 24, 2021 (Dividend Declaration)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|June 24, 2021||HIBBETT, INC.|
|By:||/s/ David M. Benck|
|David M. Benck|
|Senior Vice President and General Counsel|