Hibbett Sports, Inc.
Code of Business Conduct and Ethics
(amended May 20, 2020)
INTRODUCTION
Purpose
This Code of Business Conduct and Ethics (this “Code”) of Hibbett Sports, Inc. (the
“Company” or “Hibbett”) contains general guidelines for conducting the business of the Company
consistent with the highest standards of business ethics. To the extent this Code requires a higher
standard than required by commercial practice or applicable laws, rules or regulations; we adhere to
these higher standards. Directors also must comply with the applicable requirements and restrictions
imposed by the Nasdaq Stock Market (“Nasdaq”).
This Code applies to all of our directors, officers and associates. We refer to all persons covered
by this Code as “Company associates” or simply “associates.” We also refer to our Chief Executive
Officer and President, our Chief Financial Officer, our Chief Accounting Officer and our Controller as
our “senior financial officers.”
Seeking Help and Information
This Code is not intended to be a comprehensive rulebook and cannot address every situation
that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is
consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor
for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting
your supervisor, contact one of the other parties listed on page 8 of this Code. You may remain
anonymous and will not be required to reveal your identity in calls to the Company’s Ethics and
Compliance Hotline or when sending a written report by mail, although providing your identity may
assist the Company in addressing your questions or concerns.
Violations of this Code
All associates have a duty to report any known or suspected violation of this Code, including any
violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect
a violation of this Code, immediately report the conduct to your supervisor. If you do not feel
comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may
contact one of the other parties listed on page 8 of this Code. You may also report known or suspected
violations to The Network, our Ethics and Compliance Hotline that is available 24 hours a day, 7 days a
week at 1-877-888-0002. You may remain anonymous and will not be required to reveal your identity in
reporting your concerns.
It is Company policy that any associate who violates this Code will be subject to appropriate
discipline, which may include termination of employment. This determination will be based upon the
facts and circumstances of each particular situation. An associate accused of violating this Code will be
given an opportunity to present his or her version of the events at issue prior to any determination of
appropriate discipline. Associates who violate the law or this Code may expose themselves to substantial
civil damages, criminal fines and prison terms. The Company may also face substantial fines and
penalties and may incur damage to its reputation and standing in the community. Your conduct as a
representative of the Company, if it does not comply with the law or with this Code, can result in serious
consequences for both you and the Company.
Policy Against Retaliation
The Company prohibits retaliation against an associate who seeks help or reports known or
suspected violations. Any reprisal or retaliation against an associate, because the associate sought help
or filed a report, will be subject to disciplinary action, including potential termination of employment.
Waivers of this Code
Waivers of this Code for associates may be made only by an executive officer of the Company.
Any waiver of this Code for our directors, executive officers or senior financial officers may be made
only by our Board of Directors (the “Board”) and will be disclosed to the public as required by law or the
rules of the Securities Exchange Commission (the “SEC”) and Nasdaq.
CONFLICTS OF INTEREST
Identifying Potential Conflicts of Interest
A conflict of interest can occur when an associate’s private interest interferes, or appears to
interfere, with the interests of the Company as a whole. The best policy is to avoid private interests that
influence your ability to act in the interests of the Company or that make it difficult to perform your
work objectively and effectively. Conflicts of interest are prohibited as a matter of Company policy,
except as approved under guidelines established by the Board, as described later in this Code.
Identifying potential conflicts of interest may not always be clear-cut, but the following list
provides some typical examples. Unless specific approval is granted under Company guidelines:
• Outside Employment. No associate should be employed by, serve as a director of, or provide any
services to a company that is a customer, supplier or competitor of the Company, unless
specifically approved by the Company’s President and Chief Executive Officer.
• Improper Personal Benefits. No associate should obtain any personal benefits or favors of
material value to the associate because of his or her position with the Company.
• Financial Interests. No associate should have a significant financial interest (ownership or
otherwise) in any company that is a material customer, supplier or competitor of the Company,
unless the transaction has been specifically approved by the Company’s President and Chief
Executive Officer. A “significant financial interest” means (i) ownership of greater than 1% of
the equity of a material customer, supplier or competitor or (ii) an investment in a material
customer, supplier or competitor that represents more than 5% of the total assets of the associate.
• Loans or Other Financial Transactions. No associate should obtain loans or guarantees of
personal obligations from, or enter into any other personal financial transaction with, any
company that is a material customer, supplier or competitor of the Company, unless specifically
approved by the Company’s President and Chief Executive Officer. This guideline does not
prohibit arms-length transactions with banks, brokerage firms or other financial institutions with
which the Company may do business.
• Service on Boards and Committees. No associate should serve on a board of directors or trustees
or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably
would be expected to conflict with those of the Company, unless specifically approved by the
Company’s President and Chief Executive Officer.
The actions of family members outside the workplace may also give rise to the conflicts of
interest described above because they may influence an associate’s objectivity in making decisions on
behalf of the Company. For purposes of this Code, “family members” include your spouse or life partner,
parents, children (whether such relationships are by blood or adoption), siblings, in-laws and step-
relations and anyone who resides in your home (other than a tenant or employee).
If any of the foregoing circumstances apply to a director, executive officer or principal financial
officer, then specific approval (when allowed) must be obtained from our Board or the Audit
Committee.
If you are uncertain whether a particular company is a material customer, supplier or
competitor, please contact the Chief Financial Officer for assistance.
Director Conflicts of Interest
Directors must avoid any conflicts or appearance of any conflicts of interest between the
director and the Company. “Conflicts of interest” can, but are not limited, to occur when:
• A director’s personal interest is adverse to—or may appear to be adverse to—the interests of the
Company as a whole.
• A director, or a person closely related to a director
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, receives improper personal benefits as a
result of his or her position as a director of the Company.
A director shall also recuse him or herself from any Board decision involving another firm or
company with which the director is affiliated.
Other examples of conflicts that directors also must avoid include:
• Relationship of Company with third-parties. Directors may not receive a personal benefit from a
person or firm which is seeking to do business or to retain business with the Company, unless
such a relationship is fully disclosed by the interested director and approved by the vote of the
directors disinterested in the transaction.
• Compensation from non-Company sources. Directors may not accept compensation (in any
form) for services performed by the director for the Company from any source other than the
Company.
• Gifts. Directors may not offer, give or receive gifts from persons or entities that deal with the
Company in those cases where any such gift is being made in order to influence a director’s actions
as a member of the Company’s Board, or where acceptance of the gifts could create any
appearance of a conflict of interest.
• Personal use of Company assets. Directors may not use Company assets, labor or information for
personal use unless approved by disinterested directors, or as part of compensation.
Further, it is the responsibility of each director and prospective director to disclose to the Board
any relationship that could impair his or her independence or any conflict of interest with the Company.
Each director shall complete an annual questionnaire providing information necessary for the Company
to assist the Board in reconfirming each director’s independence and making required disclosures in the
Company’s Proxy Statement, where applicable.
Related Party Transactions
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Persons closely related to a director can also include: a director’s immediate family members; entities that the
director serves as an officer, director, or in a position of an equivalent authority, any other person with whom the
director has a close relationship, or as may be defined by regulation or law as may be amended.
Conflicts of interest that may arise among certain senior company personnel deserve special
attention. In order to protect its interests and comply with SEC and stock exchange rules, the Company
will review all transactions in which the following persons (known as “related parties”) have a direct or
indirect interest:
• the Company’s executive officers, directors or nominees for election as a director,
• greater than 5 percent beneficial owner of the Company’s common stock, or
• immediate family members of an executive officer or director, or of any nominee for director,
in each case, where the Company is a participant and the amount involved may be expected to
exceed $120,000 in any fiscal year. This requirement covers any arrangement or relationship, including
indebtedness and guarantees, and the $120,000 threshold is the total amount involved in any series of
similar or related transactions.
Disclosure of Conflicts of Interest & Related Party Transactions
The Company requires that associates disclose any situations that reasonably would be expected
to give rise to a conflict of interest:
• Associates who are not related parties must report potential conflicts of interest to their
supervisor or to the Chief Financial Officer. The conflict is prohibited unless and until approved
by such persons.
• Related parties must disclose interested transactions (as described above) and any other
potential conflicts of interest to the Board of Directors (the “Board”). Directors or nominees
should address their disclosures to the Audit Committee and the Nominating & Corporate
Governance Committee, while others should address their disclosures to the Audit Committee,
except for compensation matters of executive management, which should be addressed to the
Compensation Committee.
Detailed procedures for dealing with related party transactions (including standing pre-approval
for certain types of transactions) may be established by the Board. In their absence, the following
provisions apply:
• The applicable committee shall review the material facts of all interested transactions that
require the committee’s approval and either approve or disapprove of the entry into the
transaction.
• If advance committee approval of an interested transaction is not feasible, then the transaction
shall be considered and, if the committee determines it to be appropriate, ratified at the
committee’s next regularly scheduled meeting.
It is the policy of the Board that all interested transactions with related parties be subject to
approval or ratification in accordance with these procedures.
Corporate Opportunities
Associates, officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property, information or position without
the consent of the Board. No associate may use corporate property, information, or position for
improper personal gain, and no associate may compete with the Company directly or indirectly.
Associates, officers and directors owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.
Confidential Information
Associates have access to a variety of confidential information while employed at the Company.
Confidential information includes all non-public information that might be of use to competitors, or, if
disclosed, harmful to the Company or its customers. Associates have a duty to safeguard all confidential
information of the Company or third parties with which the Company conducts business, except when
disclosure is authorized or legally mandated. An associate’s obligation to protect confidential
information continues after he or she leaves the Company. Unauthorized disclosure of confidential
information could cause competitive harm to the Company or its customers and could result in legal
liability to you and the Company.
Any questions or concerns regarding whether disclosure of Company information is legally
mandated should be promptly referred to the Chief Financial Officer.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our earnings
statements, financial reports and other disclosures to the public and guide our business decision-making
and strategic planning. Company records include payroll, timecards, travel and expense reports, e-mails,
accounting and financial data, measurement and performance records, electronic data files and all other
records maintained in the ordinary course of our business. Company records are the property of the
Company, not the associate who creates them.
All Company records must be complete, accurate and reliable in all material respects.
Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and
are prohibited. You are responsible for understanding and complying with our record-keeping policy.
Ask your supervisor if you have any questions.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws, regulations and reporting
obligations. Both federal law and our policies require the disclosure of accurate and complete
information regarding the Company’s business, financial condition and results of operations which may
be filed with, or submitted to, the SEC and other regulators or disseminated publicly. Inaccurate,
incomplete or untimely reporting will not be tolerated and can severely damage the Company and result
in legal liability.
The Company’s senior financial officers and other associates working in the Accounting
Department have a special responsibility to ensure that all of our financial disclosures are full, fair,
accurate, timely and understandable. These associates must understand and strictly comply with generally
accepted accounting principles and all standards, laws and regulations for accounting and financial
reporting of transactions, estimates and forecasts. Any direct or indirect attempt to fraudulently influence,
coerce, manipulate or mislead the Company’s independent public accountants is strictly forbidden and
will be deemed a severe violation of this Code.
Any associate or interested party who has a concern about the Company’s compliance with
securities laws, financial reporting, accounting, internal controls or auditing matters should communicate
that concern directly to the Chief Financial Officer, outside legal counsel or to the Company’s Audit
Committee (through the Audit Committee chairman). Such communications may be confidential or
anonymous, and may be e-mailed or submitted in writing to the addresses shown at the end of this Code.
While you need not identify yourself to report your concerns, providing specific information will facilitate
a thorough investigation.
COMPLIANCE WITH LAWS AND REGULATIONS
Each associate has an obligation to comply with all laws, rules and regulations applicable to the
Company operations. These include, without limitation, laws covering bribery and kickbacks, copyrights,
patents, trademarks and trade secrets, information privacy, insider trading, illegal political contributions,
antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards,
employment discrimination or harassment, occupational health and safety, false or misleading financial
information or misuse of corporate assets. You are expected to understand and comply with all laws, rules
and regulations that apply to your job position. If any doubt exists about whether a course of action is
lawful, you should seek advice from your supervisor or the Chief Financial Officer.
COMPLIANCE WITH INSIDER TRADING LAWS
Company associates are prohibited from trading in the stock or other securities of Hibbett while
in possession of material, non-public information about Hibbett. In addition, Company associates are
prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other
securities of Hibbett on the basis of material, non-public information. Company associates who obtain
material non-public information about another company in the course of their employment are prohibited
from trading in the stock or securities of the other company while in possession of such information or
“tipping” others to trade based on such information.
Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for
individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits
made or losses avoided from the trading. Insider traders must also forfeit any profits made, and are often
subjected to an injunction against future violations. Finally, insider traders may be subjected to civil
liability in private lawsuits as well as disciplinary action by the Company, up to and including termination
of employment. Employers and other controlling persons (including supervisory personnel) are also at
risk under U.S. securities laws. Controlling persons may, among other things, face penalties of the greater
of $2,000,000, subject to an annual inflation adjustment, or three times the profits made or losses avoided.
Information is “non-public” if it has not been made generally available to the public by means of
a press release or other means of widespread distribution. Information is “material” if a reasonable
investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule
of thumb, any information that would affect the value of stock or other securities should be considered
material. Examples of information that is generally considered “material” include:
• Financial performance, especially earnings, or any event that could have a significant
impact on financial results.
• Company projections and strategic plans.
• Potential acquisitions or mergers with another company.
• Potential sale of Company, Company assets or subsidiaries.
• Significant changes in sales trends.
• Significant changes or developments in supplies or inventory.
• Significant changes or developments with key vendor.
• Significant new product announcement.
• Stock splits, public or private securities/debt offerings or changes in the Company’s dividend
policies.
• Significant labor disputes or negotiations.
• Changes in senior management.
• Significant exposure due to actual or threatened litigation or the resolution of such litigation.
• Governmental, accounting or other regulatory activities that could impact the business.
• Significant pricing changes.
• Impending bankruptcy or financial liquidity problems.
• Significant cybersecurity events, including cyber-attacks that result in security breaches or
business disruption.
The laws against insider trading are specific and complex. Any questions about information you
may possess or about any dealings you have had in the Company’s securities should be promptly brought
to the attention of the Company’s Investor Relations department.
PUBLIC COMMUNICATIONS AND REGULATIONS REGARDING FAIR DISCLOSURE
Public Communications Generally
The Company places a high value on its credibility and reputation in the community. What is
written or said about the Company in the news media and investment community directly impacts our
reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in
response to public requests (media, analysts, etc.), consistent with our obligations to maintain the
confidentiality of competitive and proprietary information and to prevent selective disclosure of market-
sensitive financial data. To ensure compliance with this policy, all news media or other public requests for
information regarding the Company should be directed to the Company’s Investor Relations department.
The Investor Relations department will work with you and the appropriate personnel to evaluate and
coordinate a response to the request.
Compliance with Regulation FD
In connection with its public communications, the Company is required to comply with a rule
under the federal securities laws referred to as Regulation FD (which stands for “fair disclosure”).
Regulation FD provides that, when we disclose material, non-public information about the Company to
securities market professionals or stockholders (where it is reasonably foreseeable that the stockholders
will trade on the information), we must also disclose the information to the public. “Securities market
professionals” generally include analysts, institutional investors and other investment advisors.
To ensure compliance with Regulation FD, we have designated the following officials as
“Company Spokespersons:”
• Chief Executive Officer and President
• Chief Financial Officer
• Senior Vice President and Chief Merchant
Only Company Spokespersons are authorized to disclose information about the Company in
response to requests from securities market professionals or stockholders. If you receive a request for
information from any securities market professionals or stockholders, promptly contact the Investor
Relations department to coordinate a response to such request.
Company associates who regularly interact with securities market professionals are specifically
covered by Regulation FD and have a special responsibility to understand and comply with Regulation
FD. Contact the Investor Relations department if you have any questions about the scope or application
of Regulation FD.
EMPLOYMENT PRACTICES
The Company pursues fair employment practices in every aspect of its business. The following
is intended to be a summary of our employment policies and procedures. Copies of our detailed policies
are available from the Company’s Vice President of Human Resources. Company associates must
comply with all applicable labor and employment laws, including anti-discrimination laws and laws
related to freedom of association and privacy. It is your responsibility to understand and comply with the
laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment
laws can result in civil and criminal liability against you and the Company, as well as disciplinary action
by the Company, up to and including termination of employment. You should contact your supervisor or
the Company’s Vice President of Human Resources if you have any questions about the laws,
regulations and policies that apply to you.
Harassment and Discrimination
The Company is committed to providing equal opportunity and fair treatment to all individuals
on the basis of merit, without discrimination because of race, color, religion, national origin, sex
(including pregnancy), age, disability, veteran status, gender identity, sexual orientation or other
characteristic protected by law. The Company prohibits harassment in any form, whether physical or
verbal and whether committed by supervisors, non-supervisory personnel or non-associates.
If you have any complaints about discrimination or harassment, report such conduct to the
Company’s Vice President of Human Resources or call the Hibbett Ethics and Compliance Hotline (The
Network) at 1-877-8880002. If additional assistance is needed, contact the Company’s Vice-President of
Human Resources. All complaints will be treated with sensitivity and discretion. The Company’s Vice
President of Human Resources and the Company will protect your confidentiality to the extent possible,
consistent with law and the Company’s need to investigate your concern. Where our investigation
uncovers harassment or discrimination, we will take prompt corrective action, which may include
disciplinary action by the Company, up to and including, termination of employment. The Company
strictly prohibits retaliation against an associate who, in good faith, files a compliant.
Any member of management who has reason to believe that an associate has been the victim of
harassment or discrimination or who receives a report of alleged harassment or discrimination is required
to report it to the Company’s Vice President of Human Resources immediately.
VENDOR AND GOVERNMENT RELATIONS
Under no circumstances is it acceptable to offer, give, solicit or receive any form of bribe,
kickback or inducement. No one should ever use anything that belongs to the Company for illegal,
unethical or improper purposes. Associates should never accept any type of payment from vendors,
customers or competitors. For more guidance regarding the acceptance of gifts, entertainment and other
gratuities, please see the Conflicts of Interest section in this document.
Company associates and agents are also prohibited from offering anything of value to officials,
political parties or candidates in the United States or in foreign countries in return for favors for a
company. Associates are required to report promptly to their supervisor any request made by any
governmental or political party official or candidate or any representative of such a person for a payment
or other benefit covered by this policy and any other actions taken to induce such a payment or benefit.
POLITICAL ACTIVITIES
We do not abuse our corporate standing to influence political issues, nor do we become
involved in unethical political activities. We do, however, express our opinion on local and national
issues that affect our business.
The Company respects and supports everyone’s right to participate in the political process and
in political activities. Any decisions on whether or not to contribute time, money or resources to any
political activity are entirely personal and voluntary, but must not interfere with employment.
No one should, on the Company’s behalf, solicit during work hours or on Company
property. This prohibition includes the solicitation of contributors for any political party,
organization, committee, candidate, cause, etc.
GETTING MORE INFORMATION AND REPORTING VIOLATIONS
We are committed to operating our business with the highest level of integrity and ethical
standards. If an improper practice or irregularity occurs within the Company, we will undertake any
necessary corrective action, take appropriate steps to prevent recurrence, and make any necessary
disclosure of the improper practices or irregularities to the appropriate governmental authorities.
We need everyone’s vigilance to maintain our high ethical standards. Each associate is
responsible for reporting to the company any circumstances believed to be a violation of the Code of
Business Conduct and Ethics. Those who report violations in good faith will not risk retaliation.
However, the reporting of a violation will not excuse the violation itself.
You may report violations in any of several ways. Please use whichever method you feel most
comfortable with.
• Report the matter to your supervisor. In cases involving discrimination or harassment, contact
the Company’s Vice President of Human Resources or call the Hibbett Ethics and Compliance
Hotline (Navex Global) at 1-877-888-0002.
• Call the Hibbett Ethics and Compliance Hotline (Navex Global) at 1-877-888-0002.
• Contact Hibbett Management (Mail address: 2700 Milan Court, Birmingham, Alabama 35211,
telephone: (205) 942-4292):
o Vice President of Human Resources
o Investor Relations department
o Chief Financial Officer
• Contact the Company’s legal counsel:
o David M. Benck, Senior Vice President & General Counsel
Hibbett Sporting Goods, Inc.
2700 Milan Court
Birmingham, AL 35211
Telephone: (205)-912-7369
• Write to our Audit Committee Chairman in care of the Investor Relations department (2700
Milan Court, Birmingham, AL 35211) (for concerns regarding the Company’s compliance with
securities law, financial reporting or accounting practices only).
We will hold all reports of possible violations in the strictest confidence. Our Ethics and
Compliance Hotline is secure and confidential. E-mail and US mail addressed to the above individuals
will also be handled to protect your privacy, to the extent practical and in compliance with our legal
obligations. We will promptly investigate all reports of possible violations. If appropriate, we will
notify you of our findings if the report was not made anonymously.
Reporting of Financial Concerns to the Audit Committee
Any associate or interested party who has a concern about the Company’s compliance with
securities laws, financial reporting, accounting, internal controls or auditing matters should communicate
that concern directly to the Chief Financial Officer, the Company’s outside legal counsel or to the
Company’s Audit Committee (through the Audit Committee chairman). Such communications may be
confidential or anonymous, and may be e-mailed or submitted in writing to the addresses shown above.
While you need not identify yourself to report your concerns, providing specific information will facilitate
a thorough investigation.
All concerns regarding financial reporting or securities matters, regardless of their method of
delivery, will be forwarded to the appropriate directors for their review and will be simultaneously
reviewed by the Chief Financial Officer. The status of all outstanding concerns addressed to the Audit
Committee will be reported to the full Board.
Note: Concerns sent to the Audit Committee related to non-financial matters will also be
directed to appropriate Company management or the Company’s outside legal counsel for review.
CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines for conducting the
business of the Company consistent with the highest standards of business ethics. If you have any
questions about these guidelines, please contact your supervisor or the parties listed above. We expect all
Company associates, of every level, to adhere to these standards.
This Code of Business Conduct and Ethics, as applied to the Company’s senior financial
officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002 and the rules of the SEC promulgated thereunder.
This Code and the matters contained herein are neither a contract of employment nor a
guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue
this Code and the matters addressed herein, without prior notice, at any time.
