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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 27, 2022 (May 24, 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

W. Scott Martin, a named executive officer, ceased to serve as Executive Vice President, Chief Strategy and Corporate Development Officer of Foot Locker, Inc. (the “Company”), effective May 24, 2022, and will depart from the Company, effective June 23, 2022, at which time his employment agreement will terminate. Mr. Martin will remain an employee of the Company until June 23, 2022. The Human Capital and Compensation Committee of the Board of Directors of the Company determined that Mr. Martin’s departure constitutes a termination without cause under the terms of his employment agreement and the Company benefit plans, and accordingly, certain amounts will be required to be paid to Mr. Martin under his employment agreement and the Company benefit plans.

 

Item 7.01. Regulation FD Disclosure.

 

The information set forth in Item 5.02 above is hereby incorporated by reference under this Item 7.01.

 

The information contained in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

 

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 Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FOOT LOCKER, INC.

 

Date: May 27, 2022 By: /s/ Sheilagh M. Clarke
   

Name:     Sheilagh M. Clarke

Title:          Executive Vice President,

                                    General Counsel and Secretary