DICK’S Sporting Goods (DKS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, and a shareholder proposal on women's rights-related business risk.

• 2025 performance highlights include $17.22B in net sales (+28.1% vs 2024), acquisition of Foot Locker, and continued dividend increases.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification, and AGAINST the shareholder proposal.

Voting matters and shareholder proposals

• Election of eleven directors for terms expiring in 2027.

• Advisory vote on executive compensation for 2025.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Shareholder proposal requesting a report on women's rights-related business risk, with Board recommending a vote AGAINST.

Board of directors and corporate governance

• Board consists of 11 members post-2026, with 83% independence and diverse backgrounds in retail, finance, technology, and legal fields.

• Annual board, committee, and individual director assessments; robust onboarding and continuing education.

• Board committees: Audit, Compensation, and Governance & Nominating, all fully independent.

• Lead Director role provides independent oversight; separation of Chair and CEO roles since 2021.