Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On May 28, 2009, the Board of Directors (the "Board") of Hibbett Sports, Inc. (the "Company") adopted an amendment to its Bylaws (the "Amendment") to include the title of Chief Executive Officer in the definition of principal executive officer and remove the title of controller from that definition. The Amendment also makes certain changes to Director Compensation, as more fully described in Item 8.01 below. The Bylaws of the Company, as amended, are attached hereto as Exhibit 3.2 and are incorporated by reference into this Item 5.03.

Item 5.05. Amendment to Code of Business Ethics and Conduct.

On May 28, 2009, the Board of the Company approved an amendment to the Company's Code of Business Conduct and Ethics (the "Code"). The Code was amended to change the threshold for the review of related party transactions from $100,000 to $120,000, to include a designated policy for dealing with potential director conflicts of interest, to prohibit the use of corporate property or information for personal gain and to make certain administrative changes. The Code, as amended, is attached hereto as Exhibit 14.1 and is incorporated by reference into this Item 5.05.

Item 8.01. Other Events.

On May 28, 2009, the Board of the Company approved changes to Director Compensation, effective May 3, 2009. The Board authorized an amendment to the Bylaws that entitles each non-employee Director to annual cash compensation of not less than $60,000, with additional annual cash compensation of not less than $35,000 for the independent Lead Director, $10,000 for the Chairperson of the Audit Committee and $10,000 for the Chairperson of the Compensation Committee. The Bylaws also allow non-employee Directors to receive equity compensation in accordance with duly approved plans. Per meeting fees were eliminated.

The Bylaws previously provided that the retainer for each independent Director would be not less than $18,000, plus for each Board meeting and each meeting of any committee of the Board attended by such director a fee of not less than: (i) $1,500 if the director serves as the chair of the Board or the committee of the Board or (ii) $1,000 if the director does not serve as the chair of the board or the committee of the Board.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit No. Description

3.2 Bylaws of Hibbett Sports, Inc.
14.1 Code of Business Conduct and Ethics

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