Dick's Sporting Goods Inc

This management proposal requests an annual non-binding advisory approval of the compensation paid to the Company’s named executive officers (NEOs) for fiscal 2025 as disclosed in the proxy materials. Management seeks shareholder approval to demonstrate support for its executive pay programs, which it describes as designed to attract, motivate, reward and retain executives through a mix of fixed and incentive-based compensation tied to financial, operational and strategic goals. The Company emphasizes pay-for-performance features including short-term and long-term incentive plans with threshold gates, capped payouts, and metrics such as Adjusted Non-GAAP EBT, Adjusted Net Sales, External Merchandise Margin and eCommerce Comp Sales Growth measured over varying periods. The advisory vote is non-binding but the Compensation Committee and Board intend to consider results when setting future pay policies and awards; the Company notes strong prior support (over 98% approval in 2025) as context. The Board unanimously recommends a vote FOR, arguing that the compensation structure aligns executives’ interests with stockholders, balances short- and long-term incentives, and includes governance safeguards (stock ownership guidelines, clawbacks, limits on hedging/pledging, no excessive severance). Important context includes recent compensation adjustments (base salary and target incentive increases for certain NEOs in 2026), sizable equity awards tied to multi-year performance, and the integration of Foot Locker which affected 2025 performance and disclosures. While proponents of stronger shareholder influence may point to pay quantum or the discretion retained by the Compensation Committee, the Company presents a structured, metric-driven program and asks shareholders to endorse it to validate its approach to executive remuneration.

The shareholder proposal, submitted by the National Center for Public Policy Research, asks the Company to prepare a report assessing whether business decisions involving transgenderism have been informed by a sex-based definition of 'woman' (limited to adult females) and by an analysis of risks to females in private spaces and sports. The proponent contends that the Company’s partnerships (e.g., with GLSEN and Catalyst), alleged internal policies and external ratings (e.g., 1792 Exchange 'High Risk') indicate prioritization of transgender considerations that may harm female athletes’ safety, privacy, and fair competition and thereby expose the Company to reputational, financial, and legal risk. The requested change is narrow but politically charged: it asks for an explicit, sex-based definitional framework and a risk assessment report. Management’s counter-argument is that the Company already evaluates legal, reputational, and operational risks through its Board and committee oversight, its Executive Risk & Compliance Committee, legal team, and existing policies, and that the requested report would be duplicative and not add useful information for stockholders. The Board also emphasizes the Company’s mission, philanthropic programs, EEO and vendor policies, and existing risk governance as evidence that the company addresses these matters appropriately. Company-specific context includes public commitments to support women and girls in sports, recent integration activities (e.g., Foot Locker acquisition) that drive operational focus, and the general sensitivity and regulatory complexity around transgender issues which involve evolving laws and potential litigation. For investors, the controversy raises questions about reputational risk, customer and employee relations, and potential regulatory exposure; the Board’s position is that oversight mechanisms and disclosures already address material risks and therefore it recommends voting against the proposal.