HIBBETT INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-25: Form 8-K; Period of report 2024-07-25; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2024-07-19: Form 8-K; Period of report 2024-07-19; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-06-10: Form 8-K; Period of report 2024-06-07; Description 8.01 Other Events; Details 8.01.
- 2024-06-05: Form 8-K; Period of report 2024-06-05; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-25 | 8-K | 2024-07-25 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 Concurrently with the closing of the Merger, the Company repaid all outstanding obligations due under that certain Credit Agreement, dated February 28, 2023, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Regions Bank, as administrative agent for the lenders, swingline lender and issuing bank (the “Credit Agreement”), and terminated the Credit Agreement in accordance with its terms. 2.01 As described above, pursuant to the terms of the Merger Agreement, the Merger was completed, with Merger Sub being merged with and into the Company at the Effective Time and the Company surviving the Merger as a wholly owned subsidiary of Parent. 3.01 In connection with the completion of the Merger, on July 25, 2024, the Company (i) notified the Nasdaq Global Select Market (“Nasdaq”) that the Merger was completed and (ii) submitted a request to Nasdaq for Nasdaq to cease trading of the Company Common Stock on Nasdaq and to suspend the listing of the Company Common Stock and to file with the SEC an application on Form 25 to delist the Company Common Stock from Nasdaq and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 is incorporated by reference into this Item 3.03. 5.01 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company became a wholly owned subsidiary of Parent and, accordingly, a change in control of the Company occurred. 5.02 Pursuant to the terms of the Merger Agreement, Anthony F. Crudele, Pamela J. Edwards, James A. Hilt, Ramesh Chikkala, Karen S. Etzkorn, Terrance G. Finley, Dorlisa K. Flur, Linda Hubbard, Michael E. Longo and Lorna E. Nagler ceased serving as members of the Company’s board of directors and each committee thereof. 5.03 At the Effective Time, the Certificate of Incorporation of the Company, as amended, was amended and restated in its entirety. 8.01 On July 25, 2024, the Company issued a press release announcing the closing of the Merger. | ef20032973_form8k.htm |
| 2024-07-19 | 8-K | 2024-07-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 19, 2024, Hibbett, Inc. a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 13, 2024. | ef20032682_8k.htm |
| 2024-06-10 | 8-K | 2024-06-07 | 8.01 Other Events | 8.01 As previously disclosed, on April 23, 2024, Hibbett, Inc., a Delaware corporation (the “Company” or “Hibbett”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Genesis Holdings, Inc., an Indiana corporation (“Parent”), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub (“JD Sports”). | ny20028621x3_8k.htm |
| 2024-06-05 | 8-K | 2024-06-05 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On June 5, 2024, Hibbett, Inc. (the "Company") issued a press release (the "Press Release") providing results for the 13-weeks ended May 4, 2024. 8.01 The information contained in Item 2.02 is incorporated by reference into this Item 8.01. | ef20030619_8k.htm |
| 2024-04-25 | 8-K | 2024-04-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ef20027562_8k.htm |
| 2024-04-23 | 8-K | 2024-04-23 | 8.01 Other Events | 8.01 On April 23, 2024, Hibbett, Inc., a Delaware corporation (the “Company” or “Hibbett”) issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated April 23, 2024, by and among the Company, Genesis Holdings, Inc., an Indiana corporation (“Parent”), Steps Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent, and JD Sports Fashion plc, a company incorporated under the laws of England and Wales (“JD Sports”), subject to the terms and conditions set forth therein. | ef20027424_8k.htm |
| 2024-03-15 | 8-K | 2024-03-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 The Company released its results of operations for the fourteen and fifty-three week periods ended February 3, 2024, in a press release issued on March 15, 2024. 7.01 The information disclosed in Item 2.02 (including disclaimer) is incorporated by reference into this item 7.01. | hibb-20240315.htm |
| 2024-03-06 | 8-K | 2024-03-06 | 8.01 Other Events | 8.01 On March 6, 2024, the Board of Directors of the Company authorized and declared a quarterly dividend in the amount of $0.25 per share on the Company's Common Stock. | hibb-20240306.htm |