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): March 25, 2020

Foot Locker, Inc.

(Exact name of registrant as specified in charter)

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:

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. ☐   

(e)           (1)      RSU Awards. On March 25, 2020, the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker, Inc. (the “Company”) granted time-based restricted stock unit awards under the 2007 Stock Incentive Plan (the “Stock Incentive Plan”) to each of the executives who will be included as named executive officers (“NEOs”) in the Company’s 2020 proxy statement. These awards will vest on March 25, 2023, provided the NEO remains employed by the Company until the vesting date. No dividends will be paid or accrued on these awards.

(2)       Stock Option Awards. On March 25, 2020, the Compensation Committee granted stock options under the Stock Incentive Plan to each of the NEOs. The options will vest in three equal annual installments beginning on March 25, 2021, provided the executive remains employed by the Company on the relevant vesting dates. The options were granted at an exercise price of $21.60 per share, which was 100% of the fair market value (closing price) of a share of the Company’s common stock, par value $0.01 per share, on the date of grant.

As previously disclosed in a Form 8-K filed on March 17, 2020, the Company temporarily closed all of its stores across all of its brands in North America, EMEA, and Malaysia from March 17, 2020 through March 31, 2020. Further, in our Form 10-K filed on March 27, 2020, the Company disclosed that it temporarily closed all of its stores in New Zealand. Subsequently, on March 30, 2020, the Company temporarily closed all of its stores in Australia. All of these stores will remain closed temporarily, subject to national, state, and local guidance related to the evolving COVID-19 pandemic. Customers can continue to shop online through our websites and mobile apps across all of the Company’s brands and regions, and in store locations in the Asia Pacific region that remain open.

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.