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): February 18, 2022 (February 14, 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 |
| |
| (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:
| ☐ | 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. |
As previously disclosed by Foot Locker, Inc. (the “Company”), in connection with certain organizational changes, Vijay Talwar, previously a named executive officer, ceased to serve as Executive Vice President and Chief Executive Officer—EMEA effective November 17, 2021 and departed from the Company effective December 16, 2021 (the “Termination Date”), under circumstances the Human Capital and Compensation Committee of the Board of Directors determined constituted a termination without cause, at which time his employment agreement terminated. On February 14, 2022, the Company and Mr. Talwar entered into a letter agreement (the “Agreement”) regarding the termination of his employment effective on the Termination Date. A copy of the Agreement is filed as Exhibit 99.1, and the summary below of the terms of the Agreement is qualified in its entirety by reference to the Agreement.
The Agreement provides for (1) a severance payment of $997,500, which reflects the amount of severance provided for under Mr. Talwar’s employment agreement; and (2) an additional payment of $700,000 as additional consideration for Mr. Talwar providing a General Release to the Company.
| Item 9.01. | Financial Statements and Exhibits. |
| * | Certain portions of the exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. The Company agrees to furnish supplementally to the SEC an unredacted copy of the exhibit upon its request. |
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: February 18, 2022 | By: | /s/ Sheilagh M. Clarke |
| | | Name: Sheilagh M. Clarke |
| | | Title: Senior Vice President, General Counsel and Secretary |
