Big 5 Sporting Goods Corporation Announces Board Changes as Part of Agreement With Stadium Capital

Big 5 Sporting GoodsCorporation (Nasdaq: BGFV) (the "Company"), a leading sporting goods retailer,today announced that it will revise its slate of director nominees forelection to the Company's Board of Directors at its 2015 Annual Meeting ofStockholders (the "2015 Annual Meeting") after reaching an agreement withStadium Capital Management, LLC and certain of its affiliates ("Stadium"). TheCompany's Class A director nominees for the 2015 Annual Meeting will beDominic P. DeMarco, Nicholas Donatiello, Jr., and David R. Jessick. Inaddition, following the 2015 Annual Meeting, the Company's Board of Directorswill be expanded to eight members and Robert C. Galvin will be appointed as adirector. As previously announced, G. Michael Brown has elected to retire fromthe Board at the end of his current term of service at the 2015 AnnualMeeting.As part of the agreement with Stadium, the Company agreed to support theprecatory stockholder proposal submitted by Stadium with respect to thedeclassification of the Company's Board of Directors and to submit and supportprecatory proposals at the 2015 Annual Meeting regarding the implementation ofa majority voting standard in uncontested director elections and theelimination of provisions in the Company's certificate of incorporation andbylaws which require supermajority approval of certain actions. Ifstockholders approve these proposals at the 2015 Annual Meeting, the Boardwill implement majority voting following the 2015 Annual Meeting and, at theCompany's 2016 Annual Meeting of Stockholders, submit and recommend in favorof binding stockholder proposals to eliminate the Company's classified boardand supermajority voting provisions.Under the terms of the agreement, Stadium, the Company's largest stockholderand the beneficial owner of approximately 11.4% of the Company's outstandingshares, has agreed to vote its shares in favor of the election of theCompany's revised slate of directors at the 2015 Annual Meeting. Stadiumagreed to withdraw its other nominee for director and its proxy solicitation,and has agreed to customary standstill provisions through the earlier of (A)the date that is ten days prior to the expiration of the Company's advancenotice period for the nomination of directors at the Company's 2016 AnnualMeeting of Stockholders or (B) the date that is 100 days prior to the firstanniversary of the 2015 Annual Meeting. The full agreement is being filedtoday with the Securities and Exchange Commission on a Form 8-K.Based on the Company's agreement with Stadium, Engaged Capital, LLC also haswithdrawn its Board nominees for the 2015 Annual Meeting.Steven G. Miller, the Company's Chairman, President and Chief ExecutiveOfficer, said, "We are pleased to have reached an agreement with Stadium andlook forward to Mr. Donatiello and Mr. Galvin joining the Board. Thisagreement will allow us to eliminate the distraction and unnecessary costs ofa possible proxy contest and focus on driving business performance andlong-term stockholder value."We are grateful to Michael Brown for his service to the Company and ourstockholders and we believe that the Board will benefit from Mr. Donatiello'sextensive consumer, media and technology experience and Mr. Galvin's financialand operational experience in the retail, sporting goods and footwearsectors," added Mr. Miller.Dominic P. DeMarco of Stadium said, "We appreciate Big 5's commitment toenhancing its Board composition and governance. As a significant stockholder,we look forward to continuing to work constructively with Big 5 to drivelong-term stockholder value."The 2015 Annual Meeting will be held on June 12, 2015, at 10:00 a.m. localtime at the Ayres Hotel, 14400 Hindry Avenue, Hawthorne, California 90250.The Company provided the following background information on Messrs. DeMarco,Donatiello, Galvin and Jessick:Mr. DeMarco has served as a director of the Company since October 2011 andcurrently serves as Managing Director, Co-Chief Investment Officer and ChiefCompliance Officer for Stadium. Mr. Donatiello is President and Chief Executive Officer of Odyssey Ventures,Inc., a marketing and strategy consulting firm specializing in how technologychanges consumer media use habits. Mr. Donatiello currently serves as adirector of Dolby Laboratories, Inc., a creator of audio, imaging andcommunication technologies; three of the American Funds managed by CapitalResearch and Management; and the Schwab Charitable Fund, one of the nation's10 largest grant-making charities and the largest in California.Mr. Galvin was previously Chief Executive Officer of Elie Tahari, Ltd., adesigner fashion retail chain, President of Camuto Group, a manufacturer andomni-channel retailer and wholesaler of women's footwear and apparel, and heldseveral executive roles, including Chief Operating Officer, of Sports BrandsInternational Ltd., an international manufacturer and distributor of sportsapparel and footwear. Mr. Galvin currently serves as a director of bebestores, inc., a women's fashion retailer; Cherokee, Inc., a licensor of brandnames and trademarks for apparel, footwear and accessories; and Land's End,Inc., a multi-channel retailer of casual clothing, accessories and footwear.Mr. Jessick has served as a director of the Company since 2006 and has morethan thirty years of experience as a corporate financial executive and chieffinancial officer of publicly traded companies in the retail sector, includingRite Aid Corp., Fred Meyer, Inc. and Thrifty Payless, Inc. He has been amember of several public company boards, including three companies in theretail sector, and currently serves as a director of Rite Aid Corp.