DEFM14A

DEFM14A 1 d40300ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

BIG 5 SPORTING GOODS CORPORATION

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☒	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

BIG 5 SPORTING GOODS CORPORATION

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

August 8, 2025

Dear Stockholders of Big 5 Sporting Goods Corporation:

You are cordially invited to attend a special meeting of the stockholders of Big 5 Sporting Goods Corporation, a Delaware corporation (“Big 5,” the “Company,” “we,” “us” or “our”), to be held on September 23, 2025, at 10:00am Pacific Time, at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20th Floor, Costa Mesa, CA 92626 (the special meeting and any adjournments or postponements thereof, the “Special Meeting”).

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of June 29, 2025, with 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 (“Guarantor” or “Worldwide”). Pursuant to and subject to the terms and conditions of the Merger Agreement (including the requisite approval of Big 5’s stockholders), Merger Sub will be merged with and into Big 5, with Big 5 surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent, Merger Sub and Guarantor are each affiliated with Capitol Hill Group (collectively, with its affiliates, “CHG”). CHG is a private investment firm founded in 1992 and is based in Bethesda, Maryland. CHG invests across various stages of company growth from early-stage venture to public equities and currently has private investments in various sectors, including brick and mortar retail, e-commerce, apparel, logistics and real estate.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding shares of Big 5 common stock, par value $0.01 per share (the “Shares”), issued and outstanding and entitled to vote thereon as of the close of business on August 7, 2025 (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a 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 affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Special Meeting by the holders entitled to vote thereon is required to approve the Merger Compensation Proposal. At the Special Meeting, you will also be asked to consider and vote on a 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”). The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Special Meeting by the holders entitled to vote thereon is required to approve the Adjournment Proposal.

If the Merger is consummated, you will be entitled to receive $1.45 in cash, without interest, for each Share that you own (unless you have properly exercised appraisal rights). Such Merger Consideration represents a premium of approximately 22% over the Share closing price of $1.19 on June 27, 2025, the last trading day before announcement of the Merger.

The Board of Directors of Big 5 (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Proposed Transaction”), including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) declared it advisable for the Company to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Proposed Transaction, including the Merger and (iv) resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Proposed Transaction, including the Merger (the preceding clauses (i) through (iv), the “Company Board Recommendation”). The Board unanimously recommends that Big 5 stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Big 5 stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated herein by reference. This proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into this proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Big 5 from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Shares entitled to vote thereon as of the Record Date.

If you have questions or need assistance voting your Shares, please contact Innisfree M&A Incorporated at (877) 687-1873.

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

/s/ Steven G. Miller

Steven G. Miller

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated August 8, 2025, and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about August 13, 2025.

LOGO

BIG 5 SPORTING GOODS CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 23, 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Big 5 Sporting Goods Corporation, a Delaware corporation (“Big 5,” the “Company,” “we,” “us” or “our”), will be held on September 23, 2025, at 10:00am Pacific Time, at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20th Floor, Costa Mesa, CA 92626, or at any adjournment or postponement thereof. The Special Meeting is being held for the following purposes:

To consider and vote on a proposal to adopt the 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 (“Guarantor” or “Worldwide”), 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”);

To consider and vote on a 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; and

To consider and vote on a 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 proposal to adopt the Merger Agreement at the time of the special meeting (the special meeting and any adjournments or postponements thereof, the “Special Meeting”).

Only stockholders of record as of the close of business on August 7, 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board unanimously recommends that you vote:

“FOR” the proposal to adopt the Merger Agreement (the “Merger Proposal”);

“FOR” the 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”); and

“FOR” the 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 to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Big 5 common stock, par value $0.01 per share (“Shares”), that you own. Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding Shares as determined by the

Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Big 5 before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

By Order of the Board of Directors,

Very truly yours,

/s/ Steven G. Miller

Steven G. Miller

President and Chief Executive Officer

El Segundo, California

August 8, 2025

YOUR VOTE IS VERY IMPORTANT!

If your Shares are registered directly in your name: If you are a stockholder of record, you may grant a proxy to vote your Shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by granting a proxy through the Internet or by telephone. Each such method is generally available 24 hours a day and will ensure that your proxy to vote your Shares is confirmed and posted immediately. To grant a proxy to vote your Shares:

1.	BY INTERNET

Go to the website indicated on your proxy card, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on September 22, 2025, the day preceding the Special Meeting.

Please have the control number listed on your proxy card available to verify your identity and create an electronic proxy.

Follow the simple instructions provided.

2.	BY TELEPHONE

On a touch-tone telephone, call toll-free the number indicated on your proxy card, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on September 22, 2025, the day preceding the Special Meeting.

Please have the control number listed on your proxy card available to verify your identity.

Follow the simple instructions provided.

3.	BY MAIL

Mark, sign and date your proxy card.

Return it so that it is received prior to the start of the Special Meeting in the postage-paid envelope provided.

If your Shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your Shares to be voted. Telephone and Internet voting instructions also may be offered to stockholders owning Shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the Shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you hold your Shares through a bank, broker or other nominee, you must obtain from such nominee a valid “legal proxy” issued in your name in order to vote at the Special Meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like

additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your Shares, please contact our proxy solicitor or us by using the contact information provided below:

LOGO

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders May Call Toll Free: (877) 687-1873

Banks and Brokerage Firms May Call Collect: (212) 750-5833

LOGO

Big 5 Sporting Goods Corporation

2525 El Segundo Blvd.

El Segundo, CA 90245

(310) 536-0611

TABLE OF CONTENTS


QUESTIONS AND ANSWERS			1
SUMMARY			11
THE COMPANIES			24
THE SPECIAL MEETING			25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			32
THE MERGER			34
THE MERGER AGREEMENT			69
PROPOSAL NO. 1: APPROVAL OF THE MERGER PROPOSAL			92
PROPOSAL NO. 2: ADVISORY VOTE ON THE MERGER COMPENSATION PROPOSAL			93
PROPOSAL NO. 3: ADJOURNMENT OF THE SPECIAL MEETING			97
MARKET PRICES AND DIVIDEND DATA			98
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			99
FUTURE STOCKHOLDER PROPOSALS			101
WHERE YOU CAN FIND MORE INFORMATION			102
MISCELLANEOUS			104

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the special meeting (together with any adjournments or postponements thereof, the “Special Meeting”), the Merger Agreement (as defined below) and the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub (as defined below) will be merged with and into Big 5 (as defined below), with Big 5 surviving as a wholly owned subsidiary of Parent (as defined below) (the “Merger”). Please refer to the “Summary” beginning on page 11 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Except as otherwise specifically noted in this proxy statement or as context otherwise requires, “Big 5,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to Big 5 Sporting Goods Corporation. Throughout this proxy statement we refer to Worldwide Sports Group Holdings LLC as “Parent,” WSG Merger LLC as “Merger Sub” and Worldwide Golf Group LLC as “Guarantor” or “Worldwide.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of June 29, 2025, as it may be amended from time to time, by and among Parent, Merger Sub, Guarantor and Big 5, as the “Merger Agreement.”

Q:	Why am I receiving these materials?

On June 29, 2025, Big 5 entered into the Merger Agreement providing for the merger of Merger Sub, a wholly owned direct subsidiary of Parent, with and into Big 5, with Big 5 surviving the Merger as a wholly owned subsidiary of Parent. The board of directors of Big 5 (the “Board”) is furnishing this proxy statement and form of proxy card to the holders of the issued and outstanding shares of Big 5 common stock, par value $0.01 per share (the “Shares”), in connection with the solicitation of proxies to be voted at the Special Meeting.

Q:	What is the proposed transaction?

The proposed transaction is the acquisition of Big 5 by Parent pursuant to the Merger Agreement. If the proposal to adopt the Merger Agreement (the “Merger Proposal”) is approved by the holders of a majority of the Shares issued and outstanding and entitled to vote thereon as of the Record Date (as defined below) and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will be merged with and into Big 5, with Big 5 surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the Shares will no longer be publicly traded and will be delisted from the Nasdaq Stock Market LLC (“Nasdaq”). In addition, the Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Big 5 will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).

Q:	What will I receive if the Merger is consummated?

Upon consummation of the Merger, you will be entitled to receive $1.45 in cash, without interest (the “Merger Consideration”), for each Share that you own as of the Effective Time (as defined below), unless you have properly exercised and not failed to perfect, waived, withdrawn or otherwise lost your right to appraisal in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”). For example, if you own 100 Shares as of the Effective Time, you will receive $1.45 in cash in exchange for your Shares (less any applicable withholding taxes). You will not be entitled to receive shares in the Surviving Corporation (as defined below) or in Parent as a result of the Merger.

Q:	How does the Merger Consideration compare to the market price of the Shares prior to the public announcement that Big 5 entered into the Merger Agreement? How does the Merger Consideration compare to the market price of the Shares as of a recent trading date?

A:	The Merger Consideration represents a premium of approximately 22% over the Share closing price of $1.19 on June 27, 2025, the last trading day before announcement of the proposed transaction. On August 7,

2025, the last practicable day before the printing of this proxy statement, the closing price of the Shares on Nasdaq was $1.42 per share. You are encouraged to obtain current market quotations for the Shares.

Q:	When and where is the Special Meeting?

A:	The Special Meeting will be held on September 23, 2025, at 10:00am Pacific Time, at the offices of Latham & Watkins LLP, 650 Town Center Drive, 20^th Floor, Costa Mesa, CA 92626, or at any adjournment or postponement thereof.

Q:	What am I being asked to vote on at the Special Meeting?

A:	You are being asked to consider and vote on the following proposals:

The Merger 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”); and

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”).

Q:	Who is entitled to vote at the Special Meeting?

Only holders of record of the Shares as of the close of business on August 7, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Special Meeting. As of the close of business on the Record Date, there were 22,918,921 Shares issued and outstanding. Each issued and outstanding Share on that date will entitle its holder to one vote, in person or by proxy, on all matters to be voted on at the Special Meeting.

Q:	What vote is required to approve the proposal to adopt the Merger Agreement?

A:	The affirmative vote of the holders of a majority of the Shares issued and outstanding and entitled to vote thereon as of the Record Date is required to approve the Merger Proposal.

The failure to grant a proxy to vote your Shares by submitting a signed proxy card, granting a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Shares on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

Q:	What factors did the Board consider in deciding to enter into the Merger Agreement and recommending the approval of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal?

In reaching its decision to unanimously approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and to recommend that our stockholders approve the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal, the Board consulted with our management, as well as our legal and financial advisors, and considered the terms of the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, as well as other alternatives. For a more detailed description of these factors, see “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 44 of this proxy statement.

Q:	What is a quorum and how many Shares are needed to constitute a quorum?

A quorum of stockholders is the presence of stockholders holding the minimum number of shares necessary to transact business at the Special Meeting. The holders of one-third (1/3) in the voting power of the Shares entitled to vote at the Special Meeting, either present in person, present by means of remote communication in any manner or represented by proxy, will constitute a quorum at the Special Meeting. If a quorum is not present, then under our Second Amended and Restated Bylaws (“Bylaws”), the person presiding over the

meeting shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided under our Bylaws until a quorum is present or represented.

If you submit a signed proxy card, grant a proxy electronically over the Internet or by telephone, or vote at the Special Meeting (regardless of whether you indicate how you wish to vote), your Shares will be counted for purposes of determining the presence of a quorum. If you hold your Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Shares will result in such Shares not being counted for purposes of determining the presence of a quorum. However, if you hold the Shares in “street name” and give voting instructions to your broker, bank or other nominee with respect to at least one of the proposals, but give no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will be voted in accordance with the Board’s recommendations on any other proposal. Abstentions by you or your bank, broker or other nominee will be counted for purposes of determining the presence of a quorum.

Q:	What vote is required to approve the proposal to approve 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?

A:	The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Special Meeting by the holders entitled to vote thereon is required to approve the Merger Compensation Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will not have any effect on the Merger Compensation Proposal. If you hold your Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Shares will not have any effect on the Merger Compensation Proposal. Abstentions by you or your bank, broker or other nominee are not considered to be votes cast and will have no effect on the Merger Compensation Proposal.

Because the vote on the Merger Compensation Proposal is advisory only, it will not be binding on either the Company or Parent or their respective affiliates. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation that is contractually required to be paid will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Big 5’s stockholders on the Merger Compensation Proposal.

Q:	What vote is required to approve the proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies?

A:	The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Special Meeting by the holders entitled to vote thereon is required to approve the Adjournment Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will not have any effect on the Adjournment Proposal. If you hold your Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Shares will not have any effect on the Adjournment Proposal. Abstentions by you or your bank, broker or other nominee are not considered to be votes cast and will have no effect on the Adjournment Proposal.

Q:	How does the Board recommend that I vote?

The Board, after considering the various factors described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 44 of this proxy statement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, with the Company continuing as the Surviving Corporation in the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, are fair to, and in the best interests of, Big 5 and its

stockholders, (ii) declared it advisable for Big 5 to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by Big 5 of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iv) resolved to recommend that Big 5’s stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Q:	What do I need to do now?

We encourage you to read this proxy statement, the annexes to this proxy statement, including the Merger Agreement, and the documents we incorporate by reference and refer to in this proxy statement carefully and consider how the Merger affects you, and then grant your proxy electronically on the Internet or by telephone, or sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, so that your Shares can be voted at the Special Meeting. If you hold your Shares in “street name,” please refer to the voting instruction form(s) provided by your bank, broker or other nominee to vote your Shares. Please do not send your stock certificates with your proxy card.

Q:	How do I vote?

A:	If you are a stockholder of record (that is, if your Shares are registered in your name with our transfer agent, Computershare, Inc. (“Computershare”)), there are four ways to cause your Shares to be voted at the Special Meeting:

•

by visiting the Internet at the address on your proxy card and granting your proxy;

•

by calling toll-free (within the U.S. or Canada) at the phone number on your proxy card and granting your proxy;

•

by completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

•

by attending the Special Meeting and voting in person by ballot.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant a proxy to vote your Shares, and to confirm that your voting instructions have been properly recorded when granting a proxy electronically over the Internet or by telephone. Please be aware that, although there is no charge for granting a proxy to vote your Shares, if you grant a proxy electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible. Even if you plan to attend the Special Meeting, you are strongly encouraged to grant a proxy to vote your Shares.

If your Shares are held in “street name” through a bank, broker or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your Shares. Without those instructions, your Shares will not be voted, which will have the same effect as voting “AGAINST” the Merger Proposal.

Q:	What is the difference between holding Shares as a stockholder of record and as a beneficial owner?

A:	If your Shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those Shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by or on behalf of Big 5.

If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such Shares and are considered to hold them in “street name.” In that case, this proxy statement has been

forwarded to you by your bank, broker or other nominee who is considered, with respect to those Shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your Shares at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

Q:	Will my Shares held in “street name” or another form of record ownership be combined for voting purposes with Shares I hold as the stockholder of record?

No. Because any Shares you may hold in “street name” will be deemed to be held by a different stockholder than any Shares you hold as the stockholder of record, any Shares held in “street name” will not be combined for voting purposes with the Shares you hold as the stockholder of record. Similarly, if you own Shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those Shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:	If I hold my Shares in “street name,” will my bank, broker or other nominee vote my Shares for me on the proposals to be considered at the Special Meeting?

Not without your direction. Your bank, broker or other nominee will only be permitted to vote your Shares on any “non-routine” proposal if you instruct your bank, broker or other nominee on how to vote. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Shares on routine matters if you fail to instruct your bank, broker or other nominee on how to vote your Shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and banks, brokers and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your bank, broker or other nominee on how you wish to vote your Shares.

You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your Shares. Without such instructions, your Shares will not be voted at the Special Meeting. Although we do not expect any broker non-votes to occur at the Special Meeting, a broker non-vote, if any, will have the same effect as if you voted “AGAINST” the Merger Proposal.

Q:	What happens if I do not vote?

A:	The required vote to approve the Merger Proposal is based on the total number of Shares issued and ou

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SEC Form DEFM14A filed by Big 5 Sporting Goods Corporation