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): October 11, 2017
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 | 10001 |
| (Address of principal executive offices) | (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)) |
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 5.04. | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On October 11, 2017, Foot Locker, Inc. (the “Company”) sent a notice to its directors and executive officers informing them that a blackout period (the “Blackout Period”) in connection with the planned change in the record keeper and investment funds of the Company’s 401(k) Plan and Puerto Rico 1165(e) Plan (collectively, the “Plans”) would begin at 3:00 p.m. Eastern Time on October 26, 2017 and was expected to end the week of November 13, 2017. A copy of the notice, as required by Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 under Regulation BTR, is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information regarding the actual beginning and ending dates of the Blackout Period by contacting Sheilagh M. Clarke, Senior Vice President, General Counsel and Secretary, in writing, at 330 West 34th Street, New York, New York 10001.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
|
99.1 |
Notice of Blackout Period to Directors and Executive Officers, dated October 11, 2017. |
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.
| ||
| Date: October 11, 2017 | By: | /s/ Sheilagh M. Clarke |
|
Name: Sheilagh M. Clarke Title: Senior Vice President, General Counsel and Secretary | ||
Exhibit 99.1
October 11, 2017
To: Directors and Executive Officers
From: Anthony D. Foti
Re: Notice of Blackout Period
The purpose of this notice is to inform you of an impending “blackout period” under the employee benefit plans referenced below, during which you will be prohibited from effecting any direct or indirect transactions in Foot Locker, Inc. common stock, $0.01 par value per share, that you acquired in connection with your service or employment as a director or executive officer of the Company. Although this blackout period will occur during the regular quarterly blackout period for trading in the Company’s stock, we are required to provide this notice to you under Rule 104 of Regulation BTR promulgated by the U.S. Securities and Exchange Commission pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002.
Reason for the Blackout Period
The Foot Locker 401(k) Plan and the Foot Locker Puerto Rico 1165(e) Plan (individually, a “Plan,” and together, the “Plans”) will be changing the record keeper, as well as investment options, for the Plans, effective November 1, 2017.
Impact on Affected Plan Rights
As a result of these forthcoming changes, Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts, or obtain a loan, hardship withdrawal, or distribution, from the Plans, or change a deferral election. This period during which Plan participants and beneficiaries will be unable to exercise these rights otherwise available under the Plans is called a “blackout period.”
Length of Blackout Period
The blackout period for the Plans will begin at 3:00 p.m. Eastern Time on October 26, 2017 and is expected to end during the week of November 13, 2017.
Restrictions on Directors and Executive Officers During the Blackout Period
During the blackout period, directors and executive officers of the Company will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any of the Company’s common stock that you acquired in connection with your service or employment as a director or executive officer of the Company.
Questions or Additional Information
If you have questions concerning this notice or the trading restrictions described above, please contact Sheilagh M. Clarke or Anthony D. Foti, whose contact information is provided below:
Sheilagh M. Clarke |
Anthony D. Foti | ||
| Foot Locker, Inc. | Foot Locker, Inc. | ||
| 330 West 34th Street | 330 West 34th Street | ||
| New York, New York 10001 | New York, New York 10001 | ||
| (212) 720-4477 (Tel.) | (212) 720-4474 (Tel.) | ||
| sclarke@footlocker.com | anthony.foti@footlocker.com |
Foot Locker, Inc. | 330 West 34th Street, New York, New York 10001 | Tel. (212) 720-3700