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)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Your Vote Counts! FOOT LOCKER, INC.
2023 Annual Meeting Vote by May 16, 2023 11:59 PM ET |
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330 WEST 34TH STREET NEW YORK, NEW YORK 10001
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You invested in FOOT LOCKER, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 17, 2023.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report with Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 3, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
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For complete information and to vote, visit www.ProxyVote.com | |||
| Control # | ||||
| Smartphone users |  |
Vote Virtually at the Meeting* | |||
| Point your camera here and | May 17, 2023 | ||||
| vote without entering a | 9:00 A.M., local time | ||||
| control number | |||||
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Virtually at: www.virtualshareholdermeeting.com/FL2023 | ||||
*Please check the meeting materials for any special requirements for meeting attendance.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented
at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
| Board | ||
| Voting Items | Recommends | |
| 1. | Elect Ten Directors to the Board to Serve for One-Year Terms. | |
| Nominees: | ||
| 1a. | Mary N. Dillon |  For |
| 1b. | Virginia C. Drosos | For |
| 1c. | Alan D. Feldman | For |
| 1d. | Guillermo G. Marmol | For |
| 1e. | Darlene Nicosia | For |
| 1f. | Steven Oakland | For |
| 1g. | Ulice Payne, Jr. | For |
| 1h. | Kimberly Underhill | For |
| 1i. | Tristan Walker | For |
| 1j. | Dona D. Young | For |
| 2. | Vote, on an Advisory Basis, to Approve the Company’s Named Executive Officers’ Compensation. | For |
| 3. | Approve the Foot Locker 2007 Stock Incentive Plan, as Amended and Restated. | For |
| 4. | Approve the 2023 Foot Locker Employee Stock Purchase Plan. | For |
| 5. | Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 Fiscal Year. | For |
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||
| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery.” |