Hibbett Sports 2010 Annual Report Download - page 55

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51
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Business Conduct and Ethics (Code) for all Company employees, including our
Named Executive Officers as determined for our Proxy Statement for the Annual Meeting of Stockholders (Proxy
Statement). The Code is posted on our website, www.hibbett.com under “Investor Information.” We intend to make
all required disclosures regarding any amendment to, or a waiver of, a provision of the Code for Senior Executive and
Financial Officers by posting such information on our website.
The information appearing in the Proxy Statement for the Annual Meeting to be held on May 27, 2010,
relating to the members of the Audit Committee and the Audit Committee financial expert under the caption “Board
and Committees of the Board” as well as the information appearing in the Proxy Statement under the caption “Section
16(a) Beneficial Ownership Reporting Compliance” is hereby incorporated by reference.
The balance of the information required in this item is incorporated by reference from the sections entitled
“Directors and Executive Officers”, “The Board of Directors”, “Annual Compensation of Executive Officers” and
“Related Person Transactions” in the Proxy Statement.
Item 11. Executive Compensation.
The information required in this item is incorporated by reference from the section entitled “Annual
Compensation of Executive Officers,” “Compensation Committee Report” and “Compensation Committee Interlocks
and Insider Participation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required in this item is incorporated by reference from the sections entitled “Security
Ownership of Certain Beneficial Owners,” “Compensation of Non-Employee Directors,” “Annual Compensation of
Executive Officers” and “Directors and Executive Officers” in the Proxy Statement.
Equity Compensation Plan Information (1)
(a) (b) (c)
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (2)
Weighted
average exercise
price of
outstanding
options
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (3)
Equity compensation plans approved by security
holders 1,771,398 $17.27 1,299,702
Equity compensation plans not approved by
security holders - - -
TOTAL 1,771,398 $17.27 1,299,702
(1) Information presented as of January 30, 2010.
(2) Includes 373,249 RSUs and 156,935 PSAs that may be awarded if specified targets and/or service periods
are met. The weighted average exercise price of outstanding options does not include these awards.
(3) Includes 115,114 shares remaining under our ESPP and 74,169 shares remaining under our DEP of which
approximately 4,000 shares were subject to purchase in the purchasing period ending March 31, 2010.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required in this item is incorporated by reference from the section entitled “Related Person
Transactions” and “Governance Information” in the Proxy Statement.