SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
|(State or other jurisdiction
|(Address of principal executive offices) (Zip Code)|
|Registrant's telephone number, including area code: |
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
Name of each exchange on
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.|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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