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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 20, 2020

 

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

 

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 5.07.

Submission of Matters to a Vote of Security Holders. 

 

At the Company’s annual shareholders’ meeting held on May 20, 2020 (the “Annual Meeting”), shareholders voted on the three proposals set forth below. For more information on the proposals, please see the 2020 Proxy Statement, the relevant portions of which are incorporated herein by reference.

 

As of March 23, 2020, the Company’s record date for the Annual Meeting, there were a total of 104,191,210 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 85,990,287 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 eleven nominees to the Board for one-year terms expiring at the annual shareholders’ meeting to be held in 2021, the votes were cast for the proposal as set forth below:

 

Name   Votes For   Votes Against Abstentions   Broker Non-Votes  
Maxine Clark   78,268,821   1,478,205 164,824   6,078,437  
Alan D. Feldman   75,103,851   4,636,958 171,041   6,078,437  
Richard A. Johnson   75,650,732   3,751,471 509,647   6,078,437  
Guillermo G. Marmol   78,497,384   1,173,346 241,120   6,078,437  
Matthew M. McKenna   74,386,121   5,287,121 238,608   6,078,437  
Darlene Nicosia   78,263,160   1,383,370 265,320   6,078,437  
Steven Oakland   77,936,391   1,771,322 204,137   6,078,437  
Ulice Payne, Jr.   78,310,268   1,329,718 271,864   6,078,437  
Kimberly Underhill   77,943,817   1,766,220 201,813   6,078,437  
Tristan Walker   78,328,370   1,314,410 269,070   6,078,437  
Dona D. Young   74,020,933   5,714,751 176,166   6,078,437  

Based on the votes set forth above, each of the eleven nominees to the Board was duly elected.

 

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
75,274,610   4,051,988   585,252   6,078,437

 

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 2020 fiscal year, the votes were cast for the proposal as set forth below:

 

Votes For   Votes Against   Abstentions    
83,347,430   2,411,119   231,738    

 

Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 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 21, 2020 By: /s/ Sheilagh M. Clarke
   

Name: Sheilagh M. Clarke

    Title: Senior Vice President,
              General Counsel and Secretary
     

 

  

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