Dick's Sporting Goods 2014 Annual Report Download - page 44

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Our anti-takeover provisions could prevent or delay a change in control of our Company, even if such change in control
would be beneficial to our stockholders.
Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws as well as provisions
of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our Company, even if
such change in control would be beneficial to our stockholders. These provisions include: authorizing the issuance of Class B
common stock; classifying the Board of Directors such that only one-third of directors are elected each year; authorizing the
issuance of "blank check" preferred stock that could be issued by our Board of Directors to increase the number of outstanding
shares and thwart a takeover attempt; prohibiting the use of cumulative voting for the election of directors; if our Class B
common stock is no longer outstanding, prohibiting stockholder action by partial written consent and requiring all stockholder
actions to be taken at a meeting of our stockholders or by unanimous written consent; and establishing advance notice
requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon by
stockholders at stockholder meetings.
In addition, the Delaware General Corporation Law, to which we are subject, prohibits us, except under specified
circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder
or group of stockholders who owns 15% or more of our common stock.
We cannot provide any guaranty of future dividend payments or that we will continue to repurchase our common stock
pursuant to our stock repurchase program.
Although our Board of Directors has indicated an intention to pay future quarterly cash dividends on our common stock, any
determination to pay cash dividends on our common stock in the future will be based primarily upon our financial condition,
results of operations, business requirements, and the continuing determination from our Board of Directors that the declaration
of dividends is in the best interests of our stockholders and is in compliance with all laws and agreements applicable to the
dividend. Furthermore, although we have authorized a five-year $1 billion share repurchase program, we are not obligated to
make any purchases under the program and we may discontinue it at any time.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
On May 7, 2012, the Company purchased its corporate headquarters building in Coraopolis, Pennsylvania, pursuant to a
purchase option included in its pre-existing lease agreement. The Company is a direct tenant of the Allegheny County Airport
Authority pursuant to an underlying ground lease. The property consists of approximately 670,000 square feet of office space.
On November 1, 2013, the Company entered into an additional ground lease with the Allegheny County Airport Authority for
the future expansion of its corporate headquarters, adjacent to its current headquarters location. The lease provides the
Company with an additional 89 acres for expansion.
We currently lease a 914,000 square foot distribution center near Atlanta, Georgia, a 725,000 square foot distribution center in
Plainfield, Indiana and a 601,000 square foot distribution center in Smithton, Pennsylvania. The terms of these leases expire in
2026, 2022 and 2025, respectively. The Company also owns and operates a 624,000 square foot distribution center in Goodyear,
Arizona.
We lease all of our stores. Initial lease terms are generally for 10 years, and most leases contain multiple five-year renewal
options and rent escalation provisions. We believe that our leases, when entered into, are at market rate rents. We generally
select a new store site nine to 18 months before its opening. Our stores are primarily located in shopping centers in regional
shopping areas, as well as in freestanding locations and malls.