Big 5 Sporting Goods Corporation Postpones Special Meeting of Stockholders; Urges Stockholders to Continue Voting “For” the Merger and Related Proposals at the Special Meeting

Rhea-AI Summary

Big 5 Sporting Goods (NASDAQ:BGFV) has postponed its Special Meeting of Stockholders to September 26, 2025 due to a significant number of outstanding votes. The company is seeking shareholder approval for its proposed merger with Worldwide Golf at $1.45 per share in an all-cash transaction.

The merger consideration represents a 36% premium to the 60-day volume-weighted average trading price prior to announcement. The deal resulted from an eight-month process involving multiple parties and three proposals. Both independent proxy advisory firms, ISS and Glass Lewis, have recommended voting in favor of the merger.

The transaction requires approval from holders of a majority of BGFV's outstanding shares. While most votes received support the merger, a material number of shares remain unvoted.

Positive

• All-cash offer of $1.45 per share represents a 36% premium to 60-day VWAP
• Independent proxy firms ISS and Glass Lewis both recommend voting in favor
• Multiple competitive proposals received during 8-month process
• Majority of votes received to date support the merger

Negative

• Material number of shares still need to vote to reach majority threshold
• Company cites uncertainties of remaining standalone as motivation for sale

Insights

Corporate Merger Analyst

Big 5's $1.45/share merger with Worldwide Golf faces stockholder approval challenges despite offering 36% premium over recent trading prices.

Big 5 Sporting Goods has postponed its Special Meeting of Stockholders to September 26, 2025, as a significant number of shares have yet to be voted on the proposed $1.45 per share all-cash merger with Worldwide Golf. This merger represents a 36% premium to the 60-day volume-weighted average trading price before announcement and comes after an eight-month process involving multiple parties that produced three proposals.

The postponement signals potential shareholder approval challenges, as the merger requires majority approval of all outstanding shares - not just those voting. While the company notes that the "overwhelming majority" of votes cast so far favor the deal, the delay indicates they haven't secured the necessary threshold.

Management's framing of this deal is particularly revealing. CEO Steven Miller emphasized this price represents "the highest value reasonably obtainable for Big 5 shares for the foreseeable future" and highlighted the need to "mitigate the uncertainties of remaining a standalone public company." This language strongly suggests the company faces significant operational challenges in its current form.

The unanimous support from both the Board and independent proxy advisory firms ISS and Glass Lewis adds credibility to management's assertion that this exit strategy likely represents the best outcome for shareholders given Big 5's current business trajectory and financial condition.

• $1.45 per share all-cash consideration contemplated by the proposed merger with Worldwide Golf (the “Merger”) is the conclusion of an eight-month process with multiple parties that resulted in three proposals.
• Postpones Special Meeting of Stockholders to September 26, 2025.
• Your vote is very important, regardless of the number of shares that you own. The transaction cannot be completed unless the Merger proposal is approved by the holders of at least a majority of the issued and outstanding shares of Big 5 common stock.
• Independent proxy advisory firms ISS and Glass Lewis both recently issued recommendations in favor of the Merger.
• Previously submitted votes remain valid with no further action required.
• If you have any questions about voting, please call Innisfree, our proxy solicitor, toll-free at (877) 687-1873 if in North America, or +1 (412) 232-3651 from other countries.
• Vote online at www.proxyvote.com using the information on your proxy card.
  
  

EL SEGUNDO, Calif., Sept. 22, 2025 (GLOBE NEWSWIRE) -- Big 5 Sporting Goods Corporation (Nasdaq: BGFV) (”Big 5”), a leading sporting goods retailer, today announced that, in light of the fact that a material amount of shares have yet to vote, Big 5’s Board of Directors (the “Board”) has determined to postpone the Special Meeting of Stockholders to September 26, 2025.

While the overwhelming majority of shares voted to date have been in favor of the Merger proposal, a material number of shares have yet to vote. Every vote matters – the Merger proposal requires the affirmative vote of a majority of the issued and outstanding shares of Big 5 common stock.

The Board unanimously recommends that stockholders vote FOR the Merger proposal.  

Independent proxy advisory firms ISS and Glass Lewis both recently issued recommendations in favor of the Merger proposal.

“Our engagement with multiple parties over the course of eight months resulted in three proposals, and the Board unanimously determined that the transaction with Worldwide Golf and Capitol Hill Group represents the highest value reasonably obtainable for Big 5 shares for the foreseeable future, relative to our stand-alone business strategy and general financial condition,” said Steven G. Miller, Chairman, President and CEO.

“The $1.45 per share all-cash consideration represents a premium of approximately 36% to the 60-day volume-weighted average trading price prior to the announcement. The approval of this transaction will allow stockholders to maximize value and mitigate the uncertainties of remaining a standalone public company.”

Mr. Miller concluded, “I encourage all of our stockholders, no matter how many shares they hold, to make their voices heard and vote ‘FOR’ the proposals related to the merger. Your support is essential to completing this transaction, which we believe will maximize value for all of our stockholders.”

If you have not already submitted a proxy for use at the Special Meeting, please vote your shares “FOR” the merger and related proposals using the proxy card that was previously distributed to stockholders.

For assistance with voting your shares, please contact Innisfree, proxy solicitor, at (877) 687-1873, toll-free if in North America, or +1 (412) 232-3651 from other countries. Vote online or by telephone by following the instructions set forth on your proxy card.

The proxy materials for the Special Meeting can be found online within the “SEC Filings” section of Big 5’s investor relations website at https://www.big5sportinggoods.com/store/company/investorrelations

About Big 5 Sporting Goods Corporation

Big 5 is a leading sporting goods retailer in the western United States, currently operating 410 stores under the “Big 5 Sporting Goods” name. Big 5 provides a full-line product offering in a traditional sporting goods store format that averages 12,000 square feet. Big 5’s product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation.

Additional Information

This communication may be deemed solicitation material in respect of the proposed acquisition of Big 5. Big 5 has filed with the SEC a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to Big 5 stockholders, and other relevant documents in connection with the proposed merger. This document is not a substitute for the Proxy Statement or any other document which Big 5 may file with the SEC. Investors and securityholders of Big 5 are urged to read the Proxy Statement and other relevant materials carefully and in their entirety when they become available because they will contain important information about Big 5 and the proposed merger. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Big 5 with the SEC at the SEC’s website at www.sec.gov and at Big 5’s website at https://www.big5sportinggoods.com/store/company/investorrelations.

Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the proposed acquisition of Big 5 Sporting Goods Corporation (“Big 5”) and the expected timing thereof. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.

Forward-looking statements are based on Big 5, Worldwide Golf and Capitol Hill Group’s management’s current expectations, estimates, projections, beliefs and assumptions made by Big 5, Worldwide Golf and Capitol Hill Group, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond Big 5, Worldwide Golf and Capitol Hill Group’s control, and are not guarantees of future results. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements and you should not place undue reliance on any such statements, and caution must be exercised in relying on forward-looking statements. The following factors could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed merger may not be completed in a timely manner or at all or that the approval of Big 5’s stockholders is not obtained; (ii) the failure to realize the anticipated benefits of the proposed merger; (iii) the possibility that competing offers or acquisition proposals for Big 5 will be made; (iv) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require Big 5 to pay a termination fee or other expenses; (vi) the effect of the announcement or pendency of the merger on Big 5, Worldwide Golf or Capitol Hill Group’s ability to retain and hire key personnel, or their respective operating results and business generally, (vii) there may be liabilities related to the merger that are not known, probable or estimable at this time or unexpected costs, charges or expenses; (viii) the merger may result in the diversion of Big 5, Worldwide Golf or Capitol Hill Group’s management’s time and attention to issues relating to the merger; (ix) there may be significant transaction costs in connection with the merger; (x) legal proceedings or regulatory actions may be instituted against Big 5, Worldwide Golf or Capitol Hill Group following the announcement of the merger, which may have an unfavorable outcome; (xi) Big 5’s stock price may decline significantly if the merger is not consummated; (xii) the ability of Worldwide Golf and Capitol Hill Group to integrate and implement their respective plans, forecasts and other expectations with respect to Big 5’s business after the completion of the proposed transaction and realize additional opportunities for growth and innovation; (xiii) Big 5, Worldwide Golf and Capitol Hill Group’s ability to implement their respective business strategies; (xiv) the risks related to Worldwide Golf and Capitol Hill Group’s financing of the proposed transaction; and (xv) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities or current or future pandemics or epidemics, as well as Big 5, Worldwide Golf and Capitol Hill Group’s response to any of the aforementioned factors. In addition, a number of other important factors could cause Big 5’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including, but not limited to, those important factors discussed under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of Big 5’s Annual Report on Form 10-K for its fiscal year ended December 29, 2024, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by Big 5, each as filed with the SEC, as such factors may be updated from time to time in Big 5’s other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investor Relations section of Big 5’s website at https://www.big5sportinggoods.com/store/company/investorrelations. These risks should not be considered a complete statement of all potential risks and uncertainty, and are discussed more fully, along with other risks associated with the proposed transaction, in the Proxy Statement filed with the SEC in connection with the proposed transaction. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

All forward-looking statements are expressly qualified in their entirety by such factors. Except as required by law, Big 5 does not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These forward-looking statements should not be relied upon as representing Big 5’s views as of any date subsequent to the date of this communication.

Additional Information
In connection with the proposed Merger, the Company filed with the SEC the Proxy Statement. The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by the Company at the SEC’s website at www.sec.gov and at Big 5’s website at https://www.big5sportinggoods.com/store/company/investorrelations.

Participants in the Solicitation
Big 5 and certain of its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed merger. Information regarding Big 5’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Big 5’s proxy statement for its 2025 annual meeting of stockholders (the “Annual Meeting Proxy Statement”), which was filed with the SEC on April 23, 2025, and is set forth in the Proxy Statement filed and other materials to be filed with the SEC in connection with the proposed transaction (if and when they become available). To the extent holdings of Big 5’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement or the Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Investors and security holders may obtain free copies of these documents using the sources indicated above.

Contact:                                        
Big 5 Sporting Goods Corporation
Barry Emerson
Executive Vice President and Chief Financial Officer
(310) 536-0611

ICR, Inc.
Jeff Sonnek
Managing Director
(646) 277-1263

FAQ

What is the proposed merger price for Big 5 Sporting Goods (BGFV)?

Worldwide Golf has offered to acquire Big 5 Sporting Goods for $1.45 per share in an all-cash transaction, representing a 36% premium to the 60-day volume-weighted average trading price.

When is the postponed Special Meeting of Stockholders for BGFV?

The Special Meeting of Stockholders has been postponed to September 26, 2025 due to a material number of shares that have yet to vote.

How many votes are needed to approve the BGFV merger?

The merger requires approval from holders of at least a majority of Big 5's issued and outstanding common stock.

What do proxy advisory firms recommend for the BGFV merger?

Both independent proxy advisory firms, ISS and Glass Lewis, have issued recommendations in favor of the merger proposal.

How can BGFV shareholders vote on the merger?

Shareholders can vote online at www.proxyvote.com using their proxy card information or contact Innisfree at (877) 687-1873 for voting assistance.