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 21, 2024
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 (Address of principal executive offices) | | 10001 (Zip Code) |
Registrant's telephone number, including area code: (212) 720-3700 |
| (Former name or former address, if changed since last report.) |
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 (see General Instruction A.2. below):
| ☐ | 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.
Foot Locker, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”) on May 21, 2024. The final voting results for the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors. Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company’s next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:
Name | | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Mary N. Dillon | | 63,945,934 | 573,917 | 133,650 | 7,156,427 |
| Virginia C. Drosos | | 64,213,615 | 306,403 | 133,483 | 7,156,427 |
| Guillermo G. Marmol | | 62,697,487 | 1,816,973 | 139,041 | 7,156,427 |
| Darlene Nicosia | | 63,694,141 | 826,388 | 132,972 | 7,156,427 |
| Steven Oakland | | 64,102,454 | 416,575 | 134,472 | 7,156,427 |
| Ulice Payne, Jr. | | 64,120,998 | 389,042 | 143,461 | 7,156,427 |
| Kimberly Underhill | | 63,185,171 | 1,325,998 | 142,332 | 7,156,427 |
| Tristan Walker | | 64,234,885 | 277,458 | 141,158 | 7,156,427 |
| Dona D. Young | | 62,194,624 | 2,314,944 | 143,933 | 7,156,427 |
Proposal 2: Advisory Vote to Approve Executive Compensation. The Company’s shareholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, based upon the votes set forth in the table below:
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 60,488,732 | | 3,971,966 | | 192,803 | | 7,156,427 |
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024, based upon the votes set forth in the table below:
Votes For | | Votes Against | | Abstentions | | |
| 70,490,584 | | 1,172,196 | | 147,148 | | |
SIGNATURES
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 23, 2024 | By: | /s/ Jennifer L. Kraft |
| | | Name: Jennifer L. Kraft Title: Executive Vice President and General Counsel |
| | | |
