0000850209 false 0000850209 2022-05-20 2022-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): May 20, 2022 (May 18, 2022)

 

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
 

 

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 5.07.  Submission of Matters to a Vote of Security Holders.

 

At Foot Locker, Inc.’s (the “Company”) annual meeting of shareholders held on May 18, 2022 (the “Annual Meeting”), shareholders voted on the four proposals set forth below. For more information on the proposals, please see the 2022 Proxy Statement, the relevant portions of which are incorporated herein by reference.

 

As of March 21, 2022, the Company’s record date for the Annual Meeting, there were a total of 96,089,997 shares of common stock, $0.01 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 77,551,206 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

 

Proposal 1. With respect to the proposal to elect ten nominees to the Board of Directors (the “Board”), each for a one-year term expiring at the annual meeting of shareholders to be held in 2023, the votes were cast for the proposal as set forth below:

 

Name   Votes For Votes Against Abstentions Broker Non-Votes
Virginia C. Drosos   59,657,810 294,935   10,714,238   6,884,223
Alan D. Feldman   54,760,830 5,184,437   10,721,716   6,884,223
Richard A. Johnson   54,484,293 16,105,005   77,685   6,884,223
Guillermo G. Marmol   54,193,921 5,753,395   10,719,667   6,884,223
Darlene Nicosia   55,123,930 4,827,808   10,715,245   6,884,223
Steven Oakland   55,421,657 4,524,393   10,720,933   6,884,223
Ulice Payne, Jr.   54,993,396 4,950,917   10,722,670   6,884,223
Kimberly Underhill   55,046,260 4,906,500   10,714,223   6,884,223
Tristan Walker   55,528,794 4,419,340   10,718,849   6,884,223
Dona D. Young   53,876,257 6,074,467   10,716,259   6,884,223

Based on the votes set forth above, each of the ten nominees to the Board was duly elected.

 

Proposal 2. With respect to the proposal to approve, on an advisory basis, the Company’s named executive officers’ (“NEOs”) compensation, the votes were cast for the proposal as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
57,172,731   13,324,080   170,172   6,884,223

 

Based on the votes set forth above, the NEOs’ compensation was approved.

 

Proposal 3. With respect to the proposal, on an advisory basis, whether the shareholder vote to approve the NEOs’ compensation should occur every 1, 2, or 3 years, the votes were cast for the proposal as set forth below:

 

Votes For

1 Year

 

Votes For

2 Years

 

Votes For

3 Years

  Abstentions   Broker Non-Votes
66,076,265   43,060   4,352,683   194,975   6,884,223

 

Based on the votes set forth above, the Company will include an annual advisory shareholder vote to approve the NEOs’ compensation in its proxy materials until the next required frequency vote, which is expected to be held at the annual meeting of shareholders to be held in 2028.

 

Proposal 4. With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, the votes were cast for the proposal as set forth below:

 

Votes For   Votes Against   Abstentions  
75,612,318   1,854,695   84,193  

 

 

Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was duly ratified.

 

  
   

  

Item 8.01. Other Events.

 

On May 18, 2022, in light of Matthew McKenna’s retirement, the Board designated Ms. Nicosia as the “audit committee financial expert.” In connection with this designation, the Board determined that Ms. Nicosia qualifies as an “audit committee financial expert,” as defined by the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because of her relevant experience as president of an operating unit of a large multinational corporation. She has supervised the finance and accounting professionals responsible for, and personally analyzed and evaluated, financial statements, as well as internal controls over financial reporting. She is also familiar with audit committee functions through her service on the Company’s Audit Committee. The Board also believes that there are other directors who would also qualify for this designation.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No. Description

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

  
   

SIGNATURE

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FOOT LOCKER, INC.

 

Date: May 20, 2022 By: /s/ Sheilagh M. Clarke
   

Name:     Sheilagh M. Clarke

Title:          Executive Vice President,

                                    General Counsel and Secretary