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): February 20, 2013
Foot Locker, Inc.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-10299 | 13-3513936 |
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 112 West 34th Street, New York, New York | 10120 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-720-3700
Former Name/Address
(Former name or former address, if changed from 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)) |
Foot Locker, Inc. 112 West 34th Street, New York, NY 10120
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of | ||
| Certain Officers; Compensatory Arrangements of Certain Officers | |||
On February 20, 2013, the Board of Directors of Foot Locker, Inc. (the “Company”) increased the total number of directors to 12 and elected Maxine Clark a director of the Company to serve until the 2013 Annual Meeting of Shareholders. The Board of Directors appointed Ms. Clark to the Finance and Strategic Planning Committee, effective February 20, 2013.
Ms. Clark is currently a director and Chief Executive Bear of Build-A-Bear Workshop, Inc., a company she founded in 1997.
As a nonemployee director of the Company, Ms. Clark will receive the same compensation as the other nonemployee members of the Board, consisting of an annual retainer fee of $110,000, prorated for 2013, which is payable one-half in cash and one-half in shares of the Company’s Common Stock, meeting fees of $2,000 for attendance at each Board and committee meeting, and restricted stock unit awards as may be granted from time to time to nonemployee directors under the Company’s stock incentive plan.
On February 20, 2013, the Company issued a press release announcing the election of Ms. Clark to the Company’s Board of Directors. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits |
| 99.1 | Press Release of Foot Locker, Inc. dated February 20, 2013 |
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.
FOOT LOCKER, INC. (Registrant) | |||
| Date: February 21, 2013 | By: | /s/ Gary M. Bahler | |
| Senior Vice President, General Counsel and Secretary | |||
| 2 |
Exhibit 99.1
N E W S R E L E A S E
| Contact: | John Maurer | |
| Vice President, | ||
| Treasurer & Investor Relations | ||
| Foot Locker, Inc. | ||
| (212) 720-4092 |
FOOT LOCKER, INC. ELECTS MAXINE CLARK TO THE BOARD OF DIRECTORS
NEW YORK, NY, February 20, 2013 – Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, announced today that its Board of Directors elected Maxine Clark as a director of the Company.
Ms. Clark is currently Chief Executive Bear of Build-A-Bear Workshop, Inc., a company she founded in 1997. She has extensive experience in the retail industry, having also served as President of Payless ShoeSource, Inc. and for 19 years as an executive of The May Department Stores Company.
“Maxine Clark has a depth of experience in both domestic and international retailing, and she is well-known for her innovative approach to the industry,” said Ken C. Hicks, Chairman of the Board and Chief Executive Officer of Foot Locker, Inc. “We are pleased to be adding an individual with her talent and expertise to complement our already strong Board of Directors.”
Foot Locker, Inc. is a specialty athletic retailer that as of February 2, 2013 operated 3,335 stores in 23 countries in North America, Europe, Australia, and New Zealand. Through its Foot Locker, Footaction, Lady Foot Locker, Kids Foot Locker, and Champs Sports retail stores, as well as its direct-to-customer channel Footlocker.com/Eastbay/CCS, the Company is a leading provider of athletic footwear and apparel.
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Foot Locker, Inc. 112 West 34th Street, New York, NY 10120