UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
FOOT LOCKER, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SUPPLEMENT TO DEFINITIVE PROXY STATEMENT FOR
2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 18, 2022
This supplement updates Foot Locker, Inc.’s (the “Company”) definitive proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on April 8, 2022, regarding the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on May 18, 2022 at 9:00 a.m., Eastern Daylight Time, virtually at virtualshareholdermeeting.com/FL2022. Except as updated by this supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in casting your vote.
The purpose of this supplement is to inform you that Kimberly Underhill, one of the directors on our Board of Directors who is standing for reelection at the Annual Meeting, has been elected to the Board of Directors of Menasha Corporation, effective May 1, 2022.
If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote. This supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement.
By order of the Board of Directors
SHEILAGH M. CLARKE
Executive Vice President, General Counsel and Secretary
April 12, 2022
Foot Locker, Inc. 330 West 34th Street, New York, New York 10001