Dick's Sporting Goods 2015 Annual Report Download - page 20

We may pursue strategic alliances, acquisitions or investments and the failure of an alliance, acquisition or investment to
produce the anticipated results or the inability to fully integrate the acquired companies could have an adverse impact on
our business.
We may from time to time acquire or invest in complementary companies or businesses. The success of such acquisitions or
investments is based on our ability to make accurate assumptions regarding the valuation, operations, growth potential,
integration and other factors relating to the respective business. There can be no assurance that our acquisitions or investments
will produce the results that we expect at the time we enter into or we complete the transaction. Furthermore, acquisitions may
result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or write-
offs of goodwill or other intangibles, any of which could harm our financial condition. We also may not be able to successfully
integrate operations that we acquire, including their personnel, financial systems, supply chain and other operations, which
could adversely affect our business. Acquisitions may also result in the diversion of our capital and our management's attention
from other business issues and opportunities.
We are controlled by our Chairman and Chief Executive Officer and his relatives, whose interests may differ from other
stockholders.
As of January 30, 2016, Mr. Edward W. Stack, our Chairman and Chief Executive Officer, and his relatives controlled a
majority of the combined voting power of our common stock and Class B common stock and would control the outcome of a
vote on any corporate transaction or other matter submitted to our stockholders for approval. The interests of Mr. Stack and his
relatives may differ from the interests of our other stockholders and they may take actions with which our other stockholders
disagree.
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.
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