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 23, 2018

 

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 (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))

 

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.

 

At the annual shareholders’ meeting of Foot Locker, Inc. (the “Company”) held on May 23, 2018 (the “Annual Meeting”), shareholders voted on the three proposals set forth below. For more information on the proposals, please see the 2018 Proxy Statement, the relevant portions of which are incorporated herein by reference.

 

As of March 26, 2018, the Company’s record date for the Annual Meeting, there were a total of 118,115,818 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 100,333,100 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

 

1.        With respect to the election of the ten nominees to the Board of Directors (the “Board”) of the Company for one-year terms expiring at the annual shareholders’ meeting to be held in 2019, the votes were cast for the proposal as set forth below:

 

Name   Votes For   Votes Withheld   Broker Non-Votes  
Maxine Clark   92,674,519   397,223   7,261,358  
Alan D. Feldman   91,660,602   1,411,140   7,261,358  
Richard A. Johnson   87,099,611   5,972,131   7,261,358  
Guillermo G. Marmol   92,726,308   345,434   7,261,358  
Matthew M. McKenna   92,096,131   975,611   7,261,358  
Steven Oakland   90,655,119   2,416,623   7,261,358  
Ulice Payne, Jr.   92,676,673   395,069   7,261,358  
Cheryl Nido Turpin   91,869,646   1,202,096   7,261,358  
Kimberly Underhill   92,682,021   389,721   7,261,358  
Dona D. Young   91,234,488   1,837,254   7,261,358  

Based on the votes set forth above, each of the ten nominees to the Board was duly elected. As previously announced, Jarobin Gilbert, Jr. retired as a member of the Board effective May 23, 2018.

 

2.        With respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the votes were cast for the proposal as set forth below:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
88,065,709   4,846,669   159,364   7,261,358

 

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved.

 

3.        With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year, the votes were cast for the proposal as set forth below:

 

Votes For   Votes Against   Abstentions    
98,362,771   1,815,805   154,524    

 

Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year was duly ratified.

 

 

 

 

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 24, 2018 By: /s/ Sheilagh M. Clarke
   

Name: Sheilagh M. Clarke

Title: Senior Vice President,

General Counsel and Secretary