Hibbett Sports 2012 Annual Report Download - page 56

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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 2012 Annual Meeting of Stockholders (Proxy Statement) to be
held on May 24, 2012. We have also adopted a set of Corporate Governance Guidelines (Guidelines) and charters for all of our
Board Committees, including the Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee. 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 as well as any change or amendments to our Guidelines or committee charters by posting
such information on our website. The Code, Guidelines and charters are posted on our website, www.hibbett.com under “Investor
Relations.”
The information appearing in the Proxy Statement, 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 1,174,368 $23.35 1,575,853
Equity compensation plans not approved by
security holders - - -
TOTAL 1,174,368 $23.35 1,575,853
(1) Information presented as of January 28, 2012.
(2) Includes 457,322 RSUs and 295,850 PSUs 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 92,915 shares remaining under our ESPP and 61,147 shares remaining under our NEDEP of which
approximately 4,000 shares are subject to purchase in the purchasing period ending March 31, 2012.
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.