Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 28, 2020, Hibbett Sports, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which the stockholders of the Company approved the Hibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan (the "Amended and Restated Plan"). For a description of the terms and conditions of the Amended and Restated Plan, see "Proposal Number 4: Approval of Amendment and Restatement of the 2015 Equity Incentive Plan" in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 27, 2020, which description is incorporated herein by reference. The description of the Amended and Restated Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended and Restated Plan attached as Exhibit 99.1 to the Company's Registration Statement on Form S-8 (File No. 333-238767) and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the Annual Meeting, on May 28, 2020, the Board of Directors of the Company (the "Board") amended the Company's Bylaws (the "Bylaws") to make certain clarifying and technical changes.

Article II, Section 1 and Article III, Section 5 of the Bylaws were amended to clarify that meetings of the stockholders and Board, respectively, may be held solely by means of remote communication.

Article II, Section 2 and Article III, Section 3 of the Bylaws were amended to clarify the timing requirements of notices submitted by stockholders in connection with annual meetings.

Article III, Section 14 of the Bylaws was amended to clarify that no director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power.

The foregoing summary of the amendments to the Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Board submitted at the Annual Meeting four proposals to a vote of the stockholders. The final results of the voting on each proposal are presented below.

Proposal Number 1 - Election of Directors

The Board nominated each of the nominees set forth below to serve as a Class III Director for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2023, or until his successor is elected or qualified. The stockholders elected the three nominees to serve as Class III Directors of the Company pursuant to the following vote:



      Nominee                For            Against        Abstain        Broker Non-Votes
 Anthony F. Crudele       12,581,885        256,343        52,104            1,712,368
   James A. Hilt          12,649,128        188,300        52,904            1,712,368
   Jamere Jackson         11,240,957       1,597,817       51,558            1,712,368

Proposal Number 2 - Ratification of Independent Registered Public Accounting Firm

The stockholders were asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2021. The appointment of KPMG LLP was ratified by the stockholders pursuant to the following vote:



     For            Against        Abstain
  14,326,540        215,591        60,569

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Proposal Number 3 - Advisory Vote on Executive Compensation



    For          Against        Abstain        Broker Non-Votes
 9,721,753      2,937,638       230,941           1,712,368



Proposal Number 4 - Approval of Hibbett Sports, Inc. Amended and Restated 2015
Equity Incentive Plan

     For            Against        Abstain        Broker Non-Votes
  11,964,802        872,385        53,145            1,712,368

Item 9.01. Financial Statements and Exhibits.



    (d) Exhibits.

    Exhibit No.      Description
        3.1          Bylaws of Hibbett Sports, Inc. (as amended on May 28, 2020).
        10.1         Hibbett Sports, Inc. Amended and Restated 2015 Equity Incentive Plan;
                     incorporated by reference to Exhibit 99.1 of the Registrant's Registration
                     Statement on Form S-8 (File No. 333-238767) filed with the Securities and
                     Exchange Commission on May 29, 2020).

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