false 0000850209 0000850209 2024-05-21 2024-05-21
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): May 21, 2024
 
Foot Locker, Inc.
(Exact name of registrant as specified in charter)
 
New York
1-10299
13-3513936
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
330 West 34th Street, New York, New York
(Address of principal executive offices)
  
10001
(Zip Code)
Registrant's telephone number, including area code: (212) 720-3700
(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 (see General Instruction A.2. below):
 
☐
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, par value $0.01 per share
  
FL
  
New York Stock Exchange
 
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.
 
Foot Locker, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) on May 21, 2024. The final voting results for the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
 
Proposal 1: Election of Directors. Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company’s next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:
 
Name
  
Votes For
Votes Against
Abstentions
Broker Non-Votes
Mary N. Dillon
  
63,945,934
573,917
133,650
7,156,427
Virginia C. Drosos
  
64,213,615
306,403
133,483
7,156,427
Guillermo G. Marmol
  
62,697,487
1,816,973
139,041
7,156,427
Darlene Nicosia
  
63,694,141
826,388
132,972
 7,156,427
Steven Oakland
  
64,102,454
416,575
134,472
7,156,427
Ulice Payne, Jr.
  
64,120,998
389,042
143,461
7,156,427
Kimberly Underhill
  
63,185,171
1,325,998
142,332
7,156,427
Tristan Walker
  
64,234,885
277,458
141,158
7,156,427
Dona D. Young
  
62,194,624
2,314,944
143,933
7,156,427
 
Proposal 2: Advisory Vote to Approve Executive Compensation. The Company’s shareholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, based upon the votes set forth in the table below:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
60,488,732
  
3,971,966
  
192,803
  
7,156,427
 
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024, based upon the votes set forth in the table below:
 
Votes For
  
Votes Against
  
Abstentions
    
70,490,584
  
1,172,196
  
147,148
    
 
 
 
 
SIGNATURES
 
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.
 
 
FOOT LOCKER, INC.
Date: May 23, 2024
By:
/s/ Jennifer L. Kraft
   
Name: Jennifer L. Kraft
Title: Executive Vice President and General Counsel
     
 
 
v3.24.1.1.u2
Document And Entity Information
May 21, 2024
Document Information [Line Items]  
Entity, Registrant Name Foot Locker, Inc.
Document, Type 8-K
Document, Period End Date May 21, 2024
Entity, Incorporation, State or Country Code NY
Entity, File Number 1-10299
Entity, Tax Identification Number 13-3513936
Entity, Address, Address Line One 330 West 34th Street
Entity, Address, City or Town New York
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 10001
City Area Code 212
Local Phone Number 720-3700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FL
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000850209
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