Big 5 Sporting Goods Files 8-K on Shareholder Votes
| Field | Detail |
|---|---|
| Company | Big 5 Sporting Goods Corp |
| Form Type | 8-K |
| Filed Date | Sep 29, 2025 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 8-K, shareholder-vote, corporate-governance
TL;DR
BIG 5 sporting goods had a shareholder vote on 9/26. Details in 8-K.
AI Summary
Big 5 Sporting Goods Corporation filed an 8-K on September 29, 2025, reporting on matters submitted to a vote of security holders as of September 26, 2025. The filing details the company's corporate structure, including its incorporation in Delaware and principal executive offices located at 2525 East El Segundo Boulevard, El Segundo, California.
Why It Matters
This filing indicates that Big 5 Sporting Goods Corporation held a vote of its security holders, which could pertain to significant corporate decisions or governance matters.
Risk Assessment
Risk Level: low — The filing is a routine disclosure of a shareholder vote and does not contain information about financial distress, significant operational changes, or market-moving events.
Key Numbers
- 000-49850 — Commission File Number (Identifies the company's filing with the SEC)
- 95-4388794 — IRS Employer Identification No. (Company's tax identification number)
Key Players & Entities
- BIG 5 SPORTING GOODS Corp (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- 2525 East El Segundo Boulevard (location) — Principal Executive Offices Address
- El Segundo, California (location) — Principal Executive Offices City and State
- September 26, 2025 (date) — Date of earliest event reported
- September 29, 2025 (date) — Date of Report
FAQ
What specific matters were submitted to a vote of security holders on September 26, 2025?
The filing does not specify the exact matters voted upon, only that a vote of security holders occurred on September 26, 2025.
When was this 8-K report filed with the SEC?
This 8-K report was filed on September 29, 2025.
In which state is Big 5 Sporting Goods Corporation incorporated?
Big 5 Sporting Goods Corporation is incorporated in Delaware.
What is the address of Big 5 Sporting Goods Corporation's principal executive offices?
The principal executive offices are located at 2525 East El Segundo Boulevard, El Segundo, California.
What is the company's SIC code?
The Standard Industrial Classification (SIC) code for Big 5 Sporting Goods Corporation is 5940, which corresponds to Retail-Miscellaneous Shopping Goods Stores.
Filing Stats: 869 words · 3 min read · ~3 pages · Grade level 13.3 · Accepted 2025-09-29 08:45:15
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value per share BGFV The Nasdaq
Filing Documents
- d54021d8k.htm (8-K) — 34KB
- 0001193125-25-221821.txt ( ) — 143KB
- bgfv-20250926.xsd (EX-101.SCH) — 3KB
- bgfv-20250926_lab.xml (EX-101.LAB) — 17KB
- bgfv-20250926_pre.xml (EX-101.PRE) — 11KB
- d54021d8k_htm.xml (XML) — 3KB
From the Filing
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2025 BIG 5 SPORTING GOODS CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 000-49850 95-4388794 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2525 East El Segundo Boulevard El Segundo , California 90245 (Address of Principal Executive Offices) (Zip Code) (310) 536-0611 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share BGFV The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.07 Submission of Matters to a Vote of Security Holders On September 26, 2025, Big 5 Sporting Goods Corporation, a Delaware corporation ("Big 5" or the "Company"), held an in person special meeting of its stockholders (the "Special Meeting") to consider the proposals identified in the definitive proxy statement of Big 5 prepared in connection with the Merger Agreement (as defined below) and filed with the U.S. Securities and Exchange Commission (the "SEC") on August 8, 2025, which was first mailed to Big 5's stockholders on August 13, 2025. As of the close of business on August 7, 2025, the record date for the Special Meeting, there were 22,918,921 shares of Big 5 common stock, par value $0.01 per share ("Common Stock"), issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 14,285,424 shares of Common Stock, representing approximately 62.33% of the shares of Big 5 Common Stock issued and outstanding and entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The tables below detail the final voting results for each proposal considered at the Special Meeting: 1. Proposal No. 1 - The Merger Proposal : Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement" or "Agreement"), dated as of June 29, 2025, by and among Big 5; Worldwide Sports Group Holdings LLC, a Delaware limited liability company ("Parent"); WSG Merger LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Parent ("Merger Sub"); and, solely for purposes of Section 9.13 of the Merger Agreement, Worldwide Golf Group LLC, a Delaware limited liability company, pursuant to which Merger Sub will be merged with and into Big 5, with Big 5 surviving as a wholly owned subsidiary of Parent (the "Merger" and such proposal, the "Merger Proposal"). The Merger Proposal was approved by the requisite vote of Big 5's stockholders. Votes For Votes Against Abstentions Broker Non-Votes 12,160,662 1,965,126 159,636 0 2. Proposal No. 2 - The Merger Compensation Proposal : To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Big 5's named executive officers that is based on or otherwise relates to the Merger (the "Merger Compensation Proposal"). The Merger Compensation Proposal was approved by the requisite vote of Big 5's stockholders. Votes For Votes Against Abstentions Broker Non-Votes 9,128,179 4,834,765 322,480 0 3. Proposal No. 3 - The Adjournment Proposal : To approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the "Adjournment Proposal"). Adjournment of the Special Meeting was deemed