Dick's Sporting Goods 2011 Annual Report Download - page 68

ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item other than the following information concerning the Company’s
Code of Business Conduct and Ethics is incorporated herein by reference to Part I, Item 1. ‘‘Business –
Executive Officers of the Company’’ in this Form 10-K and to the information under the captions
‘‘Election of Directors – Directors Standing for Election’’, ‘‘Election of Directors – Other Directors Not
Standing for Election at this Meeting’’, ‘‘Election of Directors – What committees has the Board
established’’, ‘‘Election of Directors – How does the Board select its nominees for Director’’, ‘‘Election
of Directors – Does the Company have a Code of Ethics’’ and ‘‘Stock Ownership – Section 16(a)
Beneficial Ownership Reporting Compliance’’ in the Company’s 2012 Proxy Statement.
The Company has adopted a Code of Business Conduct and Ethics applicable to its associates, officers
and directors, which is a ‘‘code of ethics’’ as defined by applicable rules of the SEC. The Company has
also adopted charters for its Audit Committee, Compensation Committee and Governance and
Nominating Committee, as well as Corporate Governance Guidelines. The Code of Business Conduct
and Ethics, committee charters and Corporate Governance Guidelines are publicly available on the
Investor Relations portion of the Company’s website at http://www.dickssportinggoods.com/investors. If
the Company makes any amendments to the Code of Business Conduct and Ethics other than
technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit
waivers, from a provision of the Code of Business Conduct and Ethics applicable to the Company’s
principal executive officer, principal financial officer, principal accounting officer or controller or
persons performing similar functions, the Company will disclose the nature of the amendment or
waiver, its effective date and to whom it applies on its website or in a current report on Form 8-K filed
with the SEC. The Company’s website does not form a part of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the information under the
captions ‘‘Executive Compensation’’, ‘‘Compensation Committee Interlocks and Insider Participation’’
and ‘‘Election of Directors – How are directors compensated?’’ in the Company’s 2012 Proxy
Statement. The information under the caption ‘‘Executive Compensation – Compensation Committee
Report’’ shall not be deemed ‘‘soliciting material,’’ or to be ‘‘filed’’ with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into a future filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the
extent the Company specifically incorporates the information by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
Part of the information required by this Item is incorporated herein by reference to the information
under the caption ‘‘Stock Ownership’’ in the Company’s 2012 Proxy Statement. The following table
summarizes information, as of January 28, 2012, relating to equity compensation plans of the Company
46 Dick’s Sporting Goods, Inc. 2011 Annual Report