HIBBETT INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of April 23, 2024 (the "Merger Agreement"), by and among Hibbett, Inc. ("Hibbett"), Genesis Holdings, Inc., Steps Merger Sub, Inc.,, and, solely for purposes of certain provisions specified within the Merger Agreement, JD Sports Fashion plc, the ultimate parent company of Genesis Holdings, Inc. and Steps Merger Sub, Inc.;

HIBBETT INC.’s own tally for this item (“1. The proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2024, by and among the Company, Genesis Holdings, Inc. ("Parent"), Steps Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Me”): 8,130,663 for, 597,995 against — passed, per its Form 8-K filed July 19, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2024, by and among the Company, Genesis Holdings, Inc. ("Parent"), Steps Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub") and, solely for purposes of certain provisions specified therein, JD Sp…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“73% of the shares of Company Common Stock issued and outstanding”).

The 81 asset managers below reported 4,663,616 for.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

Description as filed by funds: TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT OR TO SEEK A QUORUM IF ONE IS NOT INITIALLY OBTAINED.

The 81 asset managers below reported 4,446,988 for, 215,118 against, 1,510 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 81 asset managers. See all 81 in the interactive database.

The 3 asset managers below reported 8,397 for, 10,424 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve, by non-binding, advisory vote, the compensation that will or may become payable to Hibbett's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; and

HIBBETT INC.’s own tally for this item (“2. The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers that is based on, or otherwise relates to, the Merger Agreemen”): 7,715,036 for, 966,127 against — passed, per its Form 8-K filed July 19, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers that is based on, or otherwise relates to, the Merger Agreement was approved, on a non-binding, advisory basis, by the affirmative vote of a maj…”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of the shares of Company Common Stock present”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 84 managers: 4,581,590 for, 84,955 against, 5,468 abstained, 10,424 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 184 managers: 4,312,481 for, 1,013,014 against, 3,958 abstained. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 3 managers: 8,397 for, 10,424 not voted.

Institutional-manager reports, all 2 managers: 17,099 for.