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This excerpt taken from the DKS DEF 14A filed Apr 20, 2009. How does
the Board determine which directors are considered
independent?
On December 4, 2003, the Board adopted its Corporate
Governance Guidelines, which were amended in December 2004,
March 2007 and March 2009 to reflect certain rule changes made
by the NYSE and SEC relating to independence determinations and
listing standards. The Corporate Governance Guidelines adopted
by the Board meet the listing standards adopted by the NYSE for
“controlled companies,” and the full text of the
Corporate Governance Guidelines, as amended, can be found on the
Investor Relations portion of the Company’s website
(www.dickssportinggoods.com), and a printed copy may be obtained
by contacting our Investor Relations Department at 300 Industry
Drive, RIDC Park West, Pittsburgh, PA 15275, or via email at
investors@dcsg.com.
Pursuant to the Corporate Governance Guidelines, the Board
undertook its annual review of existing director and director
nominee independence on March 17 and 18, 2009. During this
review, the Board considered transactions and relationships
between each director or nominee for director with the Company
(either directly or as a partner, stockholder or officer of any
organization that has a relationship with the Company). As
provided in the Corporate Governance Guidelines, the purpose of
this review was to determine whether any such relationships or
transactions were inconsistent with a determination that the
director or nominee for director is independent in accordance
with independence requirements implemented by the NYSE.
As a result of this review, the Board affirmatively determined
that Messrs. Chirico, Dunn, Rossi and Schorr and
Ms. Smith are, and that Messrs. Fuente and Stone would
be if elected, independent directors, in accordance with the
standards set forth in the Corporate Governance Guidelines and
in accordance with independence requirements implemented by the
NYSE Listing Standards.
This excerpt taken from the DKS DEF 14A filed May 7, 2008. How does
the Board determine which directors are considered
independent?
On December 4, 2003, the Board adopted its Corporate
Governance Guidelines, which were amended on December 1,
2004 to reflect certain changes made by the New York Stock
Exchange to its listing standards and in March 2007 to reflect
changes made by the SEC relating to independence determinations.
The Guidelines adopted by the Board meet the listing standards
adopted by the New York Stock Exchange for “controlled
companies,” and the full text of the Guidelines can be
found in the Investor Relations section of the Company’s
website (www.dickssportinggoods.com), and a printed copy may be
obtained by contacting our Investor Relations Department, at 300
Industry Drive, RIDC Park West, Pittsburgh, PA 15275, or via
email at investors@dcsg.com.
Pursuant to the Guidelines, the Board undertook its annual
review of existing director and director nominee independence on
March 27, 2008. During this review, the Board considered
transactions and relationships between each director or nominee
for director with the Company (either directly or as a partner,
stockholder or officer of any organization that has a
relationship with the Company). As provided in the Guidelines,
the purpose of this review was to determine whether any such
relationships or transactions were inconsistent with a
determination that the director or nominee for director is
independent in accordance with independence requirements
implemented by the New York Stock Exchange.
As a result of this review, the Board affirmatively determined
that Messrs. Chirico, Dunn, Fuente, Rossi and Stone are,
and that Mr. Schorr would be if re-elected, independent
directors, in accordance with the standards set forth in the
Guidelines and in accordance with independence requirements
implemented by the New York Stock Exchange Listing Standards.
Table of Contents
This excerpt taken from the DKS DEF 14A filed May 3, 2007. How does
the Board determine which directors are considered
independent?
On December 4, 2003, the Board adopted its Corporate
Governance Guidelines, which were amended on December 1,
2004 to reflect certain changes made by the New York Stock
Exchange to its listing standards and in March 2007 to reflect
changes made by the SEC relating to independence determinations.
The Guidelines adopted by the Board meet the listing standards
adopted by the New York Stock Exchange for “controlled
companies,” and the full text of the Guidelines can be
found in the Investor Relations section of the Company’s
website (www.dickssportinggoods.com), and a printed copy may be
obtained by contacting our Investor Relations Department, at 300
Industry Drive, RIDC Park West, Pittsburgh, PA 15275, or via
email at investors@dcsg.com.
Pursuant to the Guidelines, the Board undertook its annual
review of existing director independence on March 20,
2007, and a review of independence of nominees for
director on April 27, 2007. During this review, the Board
considered transactions and relationships between each director
or nominee for director with the Company (either directly or as
a partner, stockholder or officer of any organization that has a
relationship with the Company). As provided in the Guidelines,
the purpose of this review was to determine whether any such
relationships or transactions were inconsistent with a
determination that the director or nominee for director is
independent in accordance with independence requirements
implemented by the New York Stock Exchange.
As a result of this review, the Board affirmatively determined
that Messrs. Chirico, Fuente, Rossi and Schorr are, and
that Messrs. Dunn and Stone would be if elected,
independent directors, in accordance with the standards
Table of Contents
set forth in the Guidelines and in accordance with independence
requirements implemented by the New York Stock Exchange Listing
Standards.
This excerpt taken from the DKS DEF 14A filed Apr 24, 2006. How does the Board determine which directors
are considered independent?
On December 4, 2003, the Board adopted its Corporate Governance Guidelines which were amended on December 1, 2004 to reflect certain changes made by the New York Stock Exchange to its listing standards. The Guidelines adopted by the Board meet the listing standards adopted by the New York Stock Exchange for “controlled companies,” and the full text of the Guidelines can be found in the Investor Relations section of the Company’s website (www.dickssportinggoods.com). A copy may also be obtained upon request from the Company’s Corporate Secretary. Pursuant to the Guidelines, the Board undertook its annual review of director independence on March 1, 2006 and March 20, 2006. During this review, the Board considered transactions and relationships between each director with the Company (either directly or as a partner, stockholder or officer of any organization that has a relationship with the Company). As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Governance and Nominating Committee affirmatively determined that Messrs. Chirico, Fuente, Rossi and Schorr are independent directors in accordance with the standards set forth in the Guidelines.
This excerpt taken from the DKS DEF 14A filed Apr 25, 2005. How does the Board determine which directors
are considered independent?
On December 4, 2003, the Board adopted its Corporate Governance Guidelines which were amended on December 1, 2004 to reflect certain changes made by the New York Stock Exchange to its listing standards. The Guidelines adopted by the Board meet the new listing standards adopted during the year by the New York Stock Exchange for “controlled companies.” The portion of the Guidelines addressing director independence as amended to date is attached to this proxy statement as Annex I, and the full text of the Guidelines can be found in the Investor Relations section of the Company’s website (www.dickssportinggoods.com). A copy may also be obtained upon request from the Company’s Corporate Secretary. Pursuant to the Guidelines, the Board undertook its annual review of director independence on March 2, 2005 and March 24, 2005. During this review, the Board considered transactions and relationships between each director with the Company (either directly or as a partner, stockholder or officer of any organization that has a relationship with the Company). As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Governance and Nominating Committee affirmatively determined that Messrs. Chirico, Fuente, Rossi and Schorr are independent directors in accordance with the standards set forth in the Guidelines.
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