UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Company’s annual shareholders’ meeting held on May 20, 2020 (the “Annual Meeting”), shareholders voted on the three proposals set forth below. For more information on the proposals, please see the 2020 Proxy Statement, the relevant portions of which are incorporated herein by reference.
As of March 23, 2020, the Company’s record date for the Annual Meeting, there were a total of 104,191,210 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 85,990,287 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
1. With respect to the election of the eleven nominees to the Board for one-year terms expiring at the annual shareholders’ meeting to be held in 2021, the votes were cast for the proposal as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Maxine Clark | 78,268,821 | 1,478,205 | 164,824 | 6,078,437 | ||||
| Alan D. Feldman | 75,103,851 | 4,636,958 | 171,041 | 6,078,437 | ||||
| Richard A. Johnson | 75,650,732 | 3,751,471 | 509,647 | 6,078,437 | ||||
| Guillermo G. Marmol | 78,497,384 | 1,173,346 | 241,120 | 6,078,437 | ||||
| Matthew M. McKenna | 74,386,121 | 5,287,121 | 238,608 | 6,078,437 | ||||
| Darlene Nicosia | 78,263,160 | 1,383,370 | 265,320 | 6,078,437 | ||||
| Steven Oakland | 77,936,391 | 1,771,322 | 204,137 | 6,078,437 | ||||
| Ulice Payne, Jr. | 78,310,268 | 1,329,718 | 271,864 | 6,078,437 | ||||
| Kimberly Underhill | 77,943,817 | 1,766,220 | 201,813 | 6,078,437 | ||||
| Tristan Walker | 78,328,370 | 1,314,410 | 269,070 | 6,078,437 | ||||
| Dona D. Young | 74,020,933 | 5,714,751 | 176,166 | 6,078,437 |
Based on the votes set forth above, each of the eleven nominees to the Board was duly elected.
2. With respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the votes were cast for the proposal as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 75,274,610 | 4,051,988 | 585,252 | 6,078,437 |
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved.
3. With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, the votes were cast for the proposal as set forth below:
| Votes For | Votes Against | Abstentions | ||||
| 83,347,430 | 2,411,119 | 231,738 |
Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year was duly ratified.
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.
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FOOT LOCKER, INC.
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| Date: May 21, 2020 | By: | /s/ Sheilagh M. Clarke |
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Name: Sheilagh M. Clarke | ||
| Title: Senior Vice President, | ||
| General Counsel and Secretary | ||