Big 5 Sporting Goods (NASDAQ: BGFV) shareholders back merger and pay proposals

Rhea-AI Filing Summary

Big 5 Sporting Goods Corporation reported the results of a special shareholder meeting held on September 26, 2025 to vote on matters related to a previously announced merger agreement. As of the August 7, 2025 record date, 22,918,921 shares of common stock were outstanding and entitled to vote, and 14,285,424 shares were present in person or by proxy at the meeting, representing about 62.33% of eligible shares, which constituted a quorum.

Stockholders approved the Merger Proposal, with 12,160,662 votes for, 1,965,126 against and 159,636 abstentions. They also approved the Merger Compensation Proposal, which addresses compensation arrangements in connection with the merger, by a separate vote of 9,128,179 for, 4,834,765 against and 322,480 abstentions. Because a quorum was present and the Merger Proposal received sufficient support, no adjournment of the special meeting was required.

Insights

M&A and Corporate Governance Analyst

Big 5 shareholders approved the merger and related compensation at a properly constituted special meeting.

The company obtained shareholder approval for the merger agreement at a special meeting where 14,285,424 shares, or about 62.33% of eligible shares, were represented. The Merger Proposal received 12,160,662 votes in favor versus 1,965,126 against, indicating clear majority support among those voting.

The separate Merger Compensation Proposal, covering compensation arrangements tied to the merger, passed with 9,128,179 votes for and 4,834,765 against, showing a more divided but still approving vote. Adjournment was not needed because the quorum and support levels for the merger were sufficient at the meeting. Future company filings related to the merger may provide additional details on closing steps and timing.

BIG 5 SPORTING GOODS Corp false 0001156388 0001156388 2025-09-26 2025-09-26

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. ☐

Item 5.07 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 not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,231,573		1,849,722		204,129		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 29, 2025				BIG 5 SPORTING GOODS CORPORATION
				By:		/s/ Barry D. Emerson
				Name:		Barry D. Emerson
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Big 5 Sporting Goods (BGFV) shareholders vote on at the special meeting?

Shareholders of Big 5 Sporting Goods Corporation voted on a Merger Proposal related to a merger agreement and a separate Merger Compensation Proposal addressing compensation arrangements in connection with the merger.

Were the Big 5 Sporting Goods (BGFV) merger proposals approved?

Yes. The Merger Proposal was approved with 12,160,662 votes for, 1,965,126 against and 159,636 abstentions. The Merger Compensation Proposal was also approved, receiving 9,128,179 votes for, 4,834,765 against and 322,480 abstentions.

How many Big 5 Sporting Goods (BGFV) shares were eligible and represented at the special meeting?

As of the August 7, 2025 record date, there were 22,918,921 shares of common stock outstanding and entitled to vote. At the special meeting, 14,285,424 shares were present or represented by proxy, equal to about 62.33% of eligible shares.

Was adjournment of the Big 5 Sporting Goods (BGFV) special meeting necessary?

No. Adjournment of the special meeting was deemed not necessary because there was a quorum present and there were sufficient proxies to approve the Merger Proposal at the time of the meeting.

What does approval of the Merger Compensation Proposal mean for Big 5 Sporting Goods (BGFV)?

Approval of the Merger Compensation Proposal means shareholders agreed to the specified compensation arrangements for certain individuals in connection with the merger, separate from the vote to approve the merger agreement itself.

Who signed the Big 5 Sporting Goods (BGFV) report on the special meeting results?

The report on the special meeting results was signed on behalf of Big 5 Sporting Goods Corporation by Barry D. Emerson, who serves as Executive Vice President, Chief Financial Officer and Treasurer.