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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 13, 2020


Foot Locker, Inc.

(Exact name of registrant as specified in charter)


New York 1-10299 13-3513936
(State or other jurisdiction
of incorporation)


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


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))


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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 13, 2020, the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker, Inc. (the “Company”) established the performance goals for the 2020 fiscal year under the Foot Locker Executive Incentive Cash Compensation Plan. The goals for the executives are based (a) 80% on the Company’s sales for Mr. Johnson, Ms. Peters, and Mr. Verma, and 20% for Messrs. Jacobs and Kimble, (b) 60% on division sales for Messrs. Jacobs and Kimble, and (c) 20% on a customer connected objective for each of the executives.


As previously disclosed, effective May 3, 2020, the Compensation Committee reduced executive salaries, including for each of the named executive officers, for the second quarter ended August 1, 2020 as follows:


 • Chief Executive Officer salary reduction of 40%;
 • Executive Vice Presidents and Senior Vice Presidents salary reduction of 20%; and
 • Corporate Vice Presidents and General Manager-level roles salary reduction of 10%.


The Compensation Committee has extended these salary reductions through the end of the third quarter ending October 31, 2020.





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.



Date: June 18, 2020 By: /s/ Elizabeth Norberg

Name:  Elizabeth Norberg

Title:    Senior Vice President and
             Chief Human Resources Officer