Date and Time:

May 18, 2016

Date and Time: May 17, 2017 at 9:00 a.m. EDT Location: NYC33 125 West 33rd Street New York, New York 10001 Record Date: March 20, 2017   Location: AMC Loews Theatre 312 West 34th Street New York, New York 10001 Record Date: March 21, 2016   Board’s Voting Proposal Recommendation Page     Proposal 1 FOR EACH Recommendation Page1   Proposal 1 FOR EACH NOMINEE   1 Election of sixeleven directors to serve for one-year terms           Proposal 2 FOR 7679       Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 20162017 fiscal year     Proposal 3 FOR 81 Approval of an amendment to the By-Laws to adopt majority voting in uncontested elections of directors               Proposal 3 4 FOR 7882           ReapprovalApproval of the performance goals underan amendment to the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated     Proposal 4 FOR 81 Approval of the Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated           Proposal 5 FOR 85           Advisory approval of our named executive officers’ compensation     Proposal 6 FOR EVERY ONE YEAR 87 Advisory vote on whether the shareholder vote to approve our named executive officers’ compensation should occur every 1, 2, or 3 years On or about April 8, 2016,7, 2017, we started mailing to most of our shareholders in the United States a Notice Regarding the Availability of Proxy Materials.     20162017 Proxy Statement  | i Director Nominees   SixEleven directors are standing for election at this meeting for one-year termsterms. Mr. DiPaolo will be retiring from the Board when his term expires at this meeting.the conclusion of the 2017 Annual Meeting in accordance with the retirement policy for directors. The table below provides summary information about each of the nominees for director. Please see Pages 23 through 89 for additional information about each nominee and Pages 1718 through 20 for additional information about the Committees of the Board.                       Committee                     Membership** Name and Primary Occupation   Age*   Director Since   Independent   Other Public Company Boards   Audit   Finance   Compensation   Nominating   Executive                                       Maxine Clark                                     Founder, Retired Chairman and Chief Executive Bear of Build-A-Bear Workshop, Inc.   67   2013     Build-A-Bear Workshop, Inc. Gymboree Corp.   •   •                                                                                         Alan D. Feldman                                     Retired Chairman, President and Chief Executive Officer of Midas, Inc.   64   2005     GNC Holdings, Inc. John Bean Technologies Corporation       •         •                                                                         Jarobin Gilbert, Jr.                                     President and Chief Executive Officer of DBSS Group, Inc.   70   1981     None   •           •                                                                             Richard A. Johnson                                     President and Chief Executive Officer of Foot Locker, Inc.   58   2014     H&R Block Inc.                   •                                                                             Guillermo G. Marmol                                     President of Marmol & Associates   63   2011     Principal Solar, Inc. Vitamin Shoppe, Inc.     •           •                                                                             Dona D.Young                                     Retired Chairman, President and Chief Executive Officer of The Phoenix Companies, Inc.   62   2001     Aegon N.V.           •     •                     Committee Membership** Name and Primary Occupation   Age*   Director Since   Independent   Other Public Company Boards   Audit   Finance   Compensation   Nominating   Executive                                       Maxine Clark                                     Founder, Retired Chairman and Chief Executive Bear of Build-A-Bear Workshop, Inc.   68   2013     Build-A-Bear Workshop, Inc. Gymboree Corp.   l   l                                                                                         Alan D. Feldman                                     Retired Chairman, President and Chief Executive Officer of Midas, Inc.   65   2005     GNC Holdings, Inc. John Bean Technologies    Corporation     l         l                                                                             Jarobin Gilbert, Jr.                                     President and Chief Executive Officer of DBSS Group, Inc.   71   1981     None   l           l                                                                                 Richard A. Johnson                                     Chairman, President and Chief Executive Officer of Foot Locker, Inc.   59   2014     H&R Block Inc.                                                                                               Guillermo G. Marmol                                     President of Marmol & Associates   64   2011     Vitamin Shoppe, Inc.     l           l                                                                             Matthew M. McKenna                                     Executive in Residence of Georgetown University, McDonough School of Business   66   2006     None   l             l   ii 2017 Proxy Statement                     Committee Membership** Name and Primary Occupation   Age*   Director Since   Independent   Other Public Company Boards   Audit             Finance   Compensation   Nominating   Executive                                       Steven Oakland                                     Vice Chair and President, U.S. Food and Beverage of The J.M. Smucker Company   56   2014     None           l       l                                                                             Ulice Payne, Jr.                                     President and Managing Member of Addison-Clifton, LLC   61   2016     ManpowerGroup Inc. The Northwestern Mutual Life Insurance Company WEC Energy Group, Inc.   l           l                                                                                 Cheryl Nido Turpin                                     Retired President and Chief Executive Officer of the Limited Stores   69   2001     None           l   l                                                                                 Kimberly Underhill                                     Global President of Kimberly-Clark Professional   52   2016     None       l   l                                                                                     Dona D. Young                                     Retired Chairman, President and Chief Executive Officer of The Phoenix Companies, Inc.   63   2001     Aegon N.V.           l   l   l Committee Chair • Committee Member * The ages shown are as of April 8, 2016.7, 2017. ** See Pages 1718 through 20 for additional information about the Committees of the Board.   ii  |  20162017 Proxy Statement iii Board Attendance 2016 99% Attendance of Directors Highlights at Board and Committee Meetings in 2016 Board Composition*   Diversity Non-Executive Board of Directors Chairman of the Board Maxine Clark Richard A. Johnson Steven Oakland Nicholas DiPaolo Nicholas DiPaolo Guillermo G. Marmol Cheryl Nido Turpin Alan D. Feldman Matthew M. McKenna Dona D. Young Jarobin Gilbert, Jr. Independence   Diversity Independence 2015 Attendance 50%64% are female or ethnically diverse 34 are women 12 isare African American All directors are independent, except the CEO (9 out of 10 directors are independent) 100% Attendance at Board and Committee Meetings in 2015 1 is Hispanic All directors are independent, except the CEO (10 out of 11 directors are independent) Board Refreshment* Refreshment Tenure Age 7new directors added and 5directors retired over past 6years Foot Locker Policy: Retirement age 72 * As of May 17, 2017. iv 2017 Proxy Statement Named Executive Officers   Richard A. Johnson Chairman, President and Chief Executive Officer Lauren B. Peters Executive Vice President and Chief Financial Officer Robert W. McHughStephen D. Jacobs Executive Vice President—Operations SupportPresident and Chief Executive Officer—North America Jeffrey L. BerkLewis P. Kimble SeniorExecutive Vice President—Real EstatePresident and Chief Executive Officer—International Pawan VermaPaulette R. Alviti Senior Vice President and Chief InformationHuman Resources Officer Ken C. Hicks Retired Executive Chairman   Fiscal 20152016 Results   Our 20152016 fiscal year was an outstandinga very strong year for Foot Locker. It wasThe power and relevance of our strategic initiatives, as well as our team’s outstanding execution of them, can be seen in the fifth consecutive year that the Company’s sales and profit results represented the highest levels everfinancial success we achieved in our history2016, as an athletic footwear and apparel business. Our strong 2015 fiscal year results included:shown in this brief list of highlights:     •· Net income, on a non-GAAP* basis, of $606 million;Sales totaled $7.8 billion, the most in our history as an athletic company;         •· EarningsFull-year comparable store sales gain of $4.29 per share, on a non-GAAP* basis, a 20% increase over 2014 and the sixth4.3%, our seventh consecutive year with a double-digit annual increase;of significant sales growth;         •· An end-of-year market capitalization of $9.3Operating income reached $1 billion, a 24% increase over year-end 2014;the first time our Company has attained this milestone;         •· Returning $558Gross margin and operating expense rates both improved, as did our rate of EBIT,* which reached a record 13%; · Earned net income of $4.82 per share, on a non-GAAP* basis, a 12% increase over 2015; · Invested $254 million in our business to our shareholders through dividend payments of $139 million and share repurchases of $419 million;drive future growth; and         •· Total Shareholder Return (stock price appreciation plus reinvested dividends) of 28.9% compared to (12.5)% forwas 3.2%, which positioned us at the S&P 400 Retailing Index.77th percentile versus our peer group.   *A reconciliation to GAAP is provided on Pages 16 through 1718 of our 20152016 Annual Report on Form 10-K.   20162017 Proxy Statement  |  iii v Proposal 1: Election of Directors   General TheThere are currently 12 directors on our Board. Nicholas DiPaolo will be retiring when his term expires at the conclusion of this Annual Meeting, and the Board has fixed the number of directors at 10.11 effective at such time. At our 2014 Annual Meeting, shareholders approved a proposal to declassify the Board beginning in 2015. Consequently, the sixthis year all current directors whose terms of office expire at this Annual Meetingother than Mr. DiPaolo are each standing for election for a one-year term. The four directors whose terms of office continue until 2017 will remain in office until the expiration of their current terms and, if nominated to stand for re-election, will be nominated to stand for one-year terms.term at this meeting.   We have refreshed our Board over the past fivesix years, as fiveseven highly-qualified directors were added to the Board and fourfive directors retired. In May 2015, the Board elected Nicholas DiPaolowill have retired as Non-Executive Chairman of the Board. Mr. DiPaolo previously served as the lead director.Annual Meeting. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service on our Board and the boards of other organizations, and viewpoints.   Nominees Our Nominating and Corporate Governance Committee (the “Nominating Committee”) is responsible for recommending director candidates to fill current and anticipated Board vacancies. The Nominating Committee identifies and evaluates potential candidates from recommendations from the Company’s directors, management, shareholders, and other outside sources, including professional search firms. In evaluating proposed candidates, the Nominating Committee may review their résumés, obtain references, and conduct personal interviews. The Nominating Committee considers, among other factors, the Board’s current and future needs for specific skills and the candidate’s experience, leadership qualities, integrity, diversity, ability to exercise judgment, independence, and ability to make the appropriate time commitment to the Board. The Nominating Committee strives to ensure the Board has a rich mix of relevant skills and experiences to address the Company’s needs by our strategic plan. During 2016, the Nominating Committee conducted a director search for potential director candidates whose experience, skills, qualifications, and independence met the criteria it previously established, and the Nominating Committee reviewed its findings with the Board. In conducting its search, the Nominating Committee collected names of potential candidates from existing Foot Locker directors and engaged SpencerStuart, a third-party search firm, to identify and recruit qualified candidates. After reviewing the qualifications of the potential pool of candidates and narrowing the field to a handful of candidates, our Chairman and our Lead Director interviewed the candidates. Based on the Nominating Committee’s review, the candidates’ résumés, and director interviews with the candidates, the Nominating Committee recommended and the Board approved the nomination of Ulice Payne, Jr. and Kimberly Underhill, each of whom was identified by SpencerStuart. Maxine Clark, Alan D. Feldman, Jarobin Gilbert, Jr., Richard A. Johnson, Guillermo G. Marmol, Matthew M. McKenna, Steven Oakland, Ulice Payne, Jr., Cheryl Nido Turpin, Kimberly Underhill, and Dona D. Young will be considered for election as directors to serve for one-year terms expiring at the 20172018 Annual Meeting. Each nominee has been nominated by the Board for election and has consented to serve. Ms. Clark, Mr. Feldman, Mr. Gilbert, and Mr. Johnson, were elected to serve for their present terms at the 2015 Annual Meeting, and Mr. Marmol, and Mrs. Young were elected to serve for their present terms at the 20132016 Annual Meeting. The four remaining directors will continueMeeting; Mr. McKenna, Mr. Oakland, and Ms. Turpin were elected to serve until the expiration offor their present terms at the 20172014 Annual Meeting.Meeting; and Mr. Payne and Ms. Underhill were elected by the Board on November 16, 2016 to serve for their present terms, effective December 1, 2016. If, prior to the 20162017 Annual Meeting, any nominee is unable to serve, then the persons designated as proxies for this meeting (Sheilagh M. Clarke, John A. Maurer, and Lauren B. Peters) will have full discretion to vote for another person to serve as a director in place of that nominee.   2017 Proxy Statement 1 Proposal 1 Director Qualifications In March 2015, the Company announced an updated set of growth initiatives, and a revised strategic framework, intended to further elevate our long-term financial performance for the period from 2015 through 2020 (the “2015-20 Long-Term Objectives”). In light of the 2015-20 Long-Term Objectives, theThe Nominating and Corporate Governance Committee (the “Nominating Committee”) reviewed and updated the director skill set matrix in light of the Company’s 2015-20 long-term strategic plan and then evaluated each of the directors’ skills, experience, and qualifications under the updated matrix, which is shown on Page 8.9.   The Board, acting through the Nominating Committee, considers its members, including those directors being nominated for reelection to the Board at the 20162017 Annual Meeting, to be highly qualified for service on the Board due to a variety of factors reflected in each director’s education, areas of expertise, and experience serving on the boards of directors of other organizations during the past five years. Generally, the Board seeks individuals ofwith broad-based experience, and who have the background, judgment, independence, and integrity to represent the shareholders in overseeing the Company’s management in their operation of the business, rather than specific, niche areas of expertise. Within this framework, specific items relevant to the Board’s determination for each director are listed in each director’s biographical information beginning on Page 2.3. The ages shown are as of April 8, 2016.7, 2017. There are no family relationships among our directors or executive officers.   The Board recommends that shareholders vote FORthe election of each of the sixeleven identified nominees to the Board.   2 20162017 Proxy Statement  |  1 Proposal 1   Nominees for Director Terms Expiring in 2017 Maxine Clark     Independent Director Age:68 Director since:2013 Committees:Audit, Finance   Founder and retired Chief Executive Bear of Build-A-Bear Workshop, Inc. Age:67 Director since:2013 Independent Committees: Audit, Finance Ms. Clark served as Chief Executive Bear of Build-A-Bear Workshop, Inc. (international retail company) from her founding the company in 1997 to her retirement in June 2013, and served as its Chairman from April 2000 until November 2011. Following her retirement, Ms. Clark served as a consultant to Build-A-Bear Workshop until January 2014. Ms. Clark is a director of Build-A-Bear Workshop, Inc. and Gymboree Corp. She serves as chairwoman of the St. Louis Regional Educational and Public Television Commission (KETC/-Channel 9 Public Television), director of PBS, director of the Barnes-Jewish Hospital in St. Louis, director of the Goldfarb School of Nursing at Barnes-Jewish College, and a board member of the KIPP St. Louis Public Charter School. She is a past trustee of the International Council of Shopping Centers.   Skills and Qualifications Ms. Clark has extensive experience in both domestic and international retailing, including founding and leading Build-A-Bear Workshop, serving as President of Payless ShoeSource, Inc., and serving for 19 years as an executive of The May Department Stores Company. She adds significant experience to our Board in strategic planning, real estate, digital technology, and marketing. Her retail and business background, as well as her financial expertise, are particularly useful for her service as a member of the Finance and Strategic Planning Committee (the “Finance Committee”) and. Her service on PBS’s audit committee is helpful for her service on the Audit Committee.     Alan D. Feldman     Retired Chairman, President and Chief Executive Officer of Midas, Inc. Age:Independent Director64 Age:65 Director since:2005 Independent Committees: Compensation (Chair), Executive, Finance Executive Mr. Feldman served as Chairman, President and Chief Executive Officer of Midas, Inc. (automotive repair and maintenance services) from May 2006 to April 2012, and as President and Chief Executive Officer of Midas, Inc. from January 2003 to April 2006. He was an independent consultant from March 2002 to January 2003. Mr. Feldman previously served as an executive at PepsiCo, Inc., Pizza Hut, Inc., and McDonald’s Corporation. Mr. Feldman is a director of John Bean Technologies Corporation and GNC Holdings, Inc. and is a member of the Foundation Board of the University of Illinois. He was a director of Midas, Inc. from January 2003 to April 2012.   Skills and Qualifications Mr. Feldman is a recognized business leader with a broad base of experience in independent, franchised retail operations, brand management, and customer relations. He previously served as Chairman, President and Chief Executive Officer of Midas, Inc. and currently serves on the boards of two other public companies, John Bean Technologies Corporation and GNC Holdings, Inc. Mr. Feldman’s leadership skills, his retail knowledge, financial expertise, and executive experience provide particularly useful background for his service as a member of the Finance Committee and as Chair of the Compensation and Management Resources Committee (the “Compensation Committee”).   2  |  20162017 Proxy Statement 3 Proposal 1   Nominees for Director Terms Expiring in 2017 Jarobin Gilbert, Jr.     Independent Director Age:71 Director since:1981 Committees: Audit, Nominating   President and Chief Executive Officer of DBSS Group, Inc. Age:70 Director since:1981 Independent Committees:Audit, Nominating Mr. Gilbert has served as President and Chief Executive Officer of DBSS Group, Inc. (management, planning, and trade consulting services) since 1992. He served as Non-Executive Chairman of the Atlantic Mutual Companies to 2010. He was a director of PepsiAmericas, Inc. from 1994 to 2010, and a director of Midas, Inc. from 1998 to April 2012.   Skills and Qualifications Mr. Gilbert has extensive international experience, serving as a business consultant, with particular emphasis on international business arrangements in Europe. During the time he has served on our Board, he has developed considerable knowledge of our businesses, company history, and corporate governance. Mr. Gilbert’s multilingual capabilities and multicultural European business background are particularly useful given our global business operationsfootprint and strategic priority of pursuing European expansion opportunities. He has served on the boards of several public companies, emphasizing in these roles executive succession and diversity, and he chaired the audit committees of PepsiAmericas, Inc. and Midas, Inc. He is a member of The American Council on Germany. Mr. Gilbert’s prior board service also includes serving as lead director and non-executive chairman of a mutual insurance company.   Richard A. Johnson     Chairman, President and Chief Executive Officer of Foot Locker, Inc. Age:58 59 Director since:2014 Committee:Executive (Chair) Mr. Johnson has served as the Company’s Chairman of the Board since May 2016, and President and Chief Executive Officer since December 2014. Mr. Johnson served as Executive Vice President and Chief Operating Officer from May 2012 to November 2014. He served as Executive Vice President and Group President—Retail Stores from July 2011 to May 2012; President and Chief Executive Officer of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, and Footaction from January 2010 to June 2011; President and Chief Executive Officer of Foot Locker Europe from August 2007 to January 2010; and President and Chief Executive Officer of Footlocker.com/Eastbay from April 2003 to August 2007. Mr. Johnson has been a director of H&R Block Inc. since September 2015. He was previously a director of Maidenform Brands, Inc. from January 2013 to October 2013.   Skills and Qualifications Mr. Johnson has extensive experience as a retail company executive, including 1920 years at the Company. He serves as our Chairman, President and Chief Executive Officer. Mr. Johnson has led all of the Company’s major businesses in the United States, International, and Direct-to-Customer and has extensive knowledge of all facets of the Company’s business. He has played an integral role in developing and executing the Company’s strategic plans. He also has experience serving as a director of a public company through his current service as a director of H&R Block Inc. (including on the audit and compensation committees) and past service at Maidenform Brands, Inc.   4 20162017 Proxy Statement  |  3 Proposal 1   Nominees for Director Terms Expiring in 2017 Guillermo G. Marmol   Independent Director Age:64 Director since:2011 Committees:Audit (Chair), Executive, Finance   President of Marmol & Associates Age:63 Director since:2011 Independent Committees:Audit (Chair), Finance, Executive Mr. Marmol has served as President of Marmol & Associates (consulting firm that provides advisory services and investment capital to early stage technology companies) since March 2007 and, prior to that, from October 2000 to May 2003. He served as Division Vice President and a member of the Executive Committee of Electronic Data Systems Corporation a global(global technology services company,company) from June 2003 to February 2007, and as a director and Chief Executive Officer of Luminant Worldwide Corporation an internet(internet professional services company,company) from July 1998 to September 2000. He served as Vice President and Chair of the Operating Committee of Perot Systems Corporation an information(information technology and business solutions company,company) from December 1995 to June 1998. He began his career at McKinsey & Company a management(management consulting firm,firm) from 1990 to 1995, rising to Senior Partner, and was a leader of the organization and business process redesign practices. Mr. Marmol is a director of Vitamin Shoppe, Inc., Principal Solar Inc., and KERA/KXT North Texas Public Broadcasting Inc., and he is a member of the Board of Trustees and Chair of the Finance Committee of the Center for a Free Cuba. Mr. Marmol was a director of Information Services Group, Inc. (to April 2013).from 2012 to 2013.   Skills and Qualifications Mr. Marmol has a significant background in information technology and systems, which continues to be highly important to the Company as we enhance our technology and systems and build a more powerful digital business to connect with our customers. He also serves as a director of two otheranother public companies,company,Vitamin Shoppe, Inc. and Principal Solar, Inc.ThroughThrough his long tenure as a management consultant focusing on strategic analysis and business processes, he brings valuable knowledge and expertise to his service on the Board and as Chair of the Audit Committee and as a member on the Finance Committee.   4  |  2016 Proxy Statement Proposal 1   Nominees for Director Terms Expiring in 2017 Dona D. YoungMatthew M. McKenna     Independent Director Age:66 Director since:2006 Committees:Audit, Executive, Finance (Chair)   Retired Chairman, President and Chief Executive Officer of The Phoenix Companies, Inc. Age:62 Director since:2001 Independent Committees: Compensation, Nominating (Chair), Executive Mrs.Young retired in April 2009 as Chairman, President and Chief Executive Officer of The Phoenix Companies, Inc. (at the time an insurance and asset management company) after a nearly 30-year career. She currently engages in independent strategic advising and consulting with a focus on corporate social responsibility and board governance issues. She also engages in CEO coaching and counseling. She is a member of the Supervisory Board of Aegon N.V. (a multinational life insurance, pension, and asset management company), a trustee of the Saint James School in Saint James, Maryland, and Save the Children in Westport, Connecticut where she serves as Vice Chair of the Audit Committee. She has previously served as a director of The Phoenix Companies, Inc.,Wachovia Corporation, Sonoco Products Company, and Wittenberg University in Springfield, Ohio. Skills and Qualifications Mrs.Young brings significant financial, business, governance, and legal experience to our Board. Her long experience in the financial services sector, including service as both Chief Executive Officer and General Counsel of Phoenix, has exposed Mrs.Young to a number of areas, including financial reporting, leadership and talent development, and risk management.As an executive and board member, she also has extensive transactional experience, including mergers and acquisitions, divestitures, spin-offs, and restructurings. Mrs.Young’s recognized leadership skills and broad corporate governance experience, including with regard to board succession planning, board composition, and executive leadership are useful for her service as Chair of the Nominating Committee and a member of the Compensation Committee. Mrs.Young serves as a member of the Supervisory Board and a member of both the risk committee and the audit committee of Aegon N.V. Mrs.Young has had experience serving as an independent director on the boards of two other public companies, as well as on the boards of non-profit organizations. Mrs.Young is a faculty member of the National Association of Corporate Directors Board Advisory Services. She was a 2013 National Association of Corporate Directors Board Leadership Fellow and a 2012 Advanced Leadership Fellow at Harvard University. Mrs.Young was named to the NACD Directorship 100 for 2015. 2016 Proxy Statement  |  5 Proposal 1 Directors Continuing in Office Terms Expiring in 2017 Nicholas DiPaolo   Retired Vice Chairman of Bernard Chaus, Inc. Age:74 Director since:2002 Independent Committees: Compensation, Finance, Executive (Chair) Mr. DiPaolo served as Vice Chairman of Bernard Chaus, Inc. (apparel designer and manufacturer) from November 2000 to June 2005 and as Chief Operating Officer of Bernard Chaus from November 2000 to October 2004. Mr. DiPaolo previously served as a director of Bernard Chaus, Inc. (to June 2005), JPS Industries, Inc. (to April 2013), and R.G. Barry Corporation (to September 2014). Skills and Qualifications Mr. DiPaolo has extensive experience as a senior executive of companies involved in the design and production of apparel, product development, and related financial matters. He served for four years as the Vice Chairman and Chief Operating Officer of Bernard Chaus, Inc., an apparel designer and manufacturer, and earlier in his career, as Chairman, President and Chief Executive Officer of Salant Corporation, a diversified apparel company, which is particularly useful background given the focus on building apparel penetration under the Company’s long-term strategic plan. He previously served on the boards of other public companies, namely JPS Industries, Inc. and R.G. Barry Corporation. Mr. DiPaolo’s recognized leadership skills and his broad base of business experience, depth of knowledge and experience with regard to financial matters, the retail industry, product development and apparel, as well as our business, make him particularly suitable to serve as our Non-Executive Chairman. Matthew M. McKenna   Senior Advisor to the U.S. Secretary of Agriculture Age:65 Director since:2006 Independent Committees:Audit, Finance (Chair), Executive Mr. McKenna has served as Executive in Residence of Georgetown University’s McDonough School of Business since February 2017. He served as Senior Advisor to the U.S. Secretary of Agriculture sincefrom July 2013. He was2013 to January 2017; President and Chief Executive Officer of Keep America Beautiful, Inc. (non-profit community improvement and educational organization) from January 2008 to June 2013. He was2013; and Senior Vice President of Finance of PepsiCo, Inc. (global snack and beverage company) from August 2001 through December 2007. Mr. McKenna serves on the board of MTC Productions, Inc., a non-profit affiliate of the Manhattan Theater Club. He is also an adjunct professor at Fordham University School of Law in New York City. Mr. McKenna was a director of PepsiAmericas, Inc. from 2001 to 2010.   Skills and Qualifications Mr. McKenna has extensive legal, corporate taxation and financial expertise, having served as a partner at an international law firm in New York City, and as a senior financial officer of PepsiCo, Inc., which is particularly useful background for his service as Chair of the Finance Committee and as a member of the Audit Committee. In addition, Mr. McKenna has government experience based on his current positionexperience as Senior Advisor to the U.S. Secretary of Agriculture. He also brings the perspective of the non-profit sector from his previous positions as President and Chief Executive Officer of Keep America Beautiful, Inc., Chairman of Ignatian Volunteer Corps., Executive in Residence of Georgetown University, and an adjunct professor at Fordham University.   6  |  20162017 Proxy Statement 5 Proposal 1   Directors Continuing in Office Terms Expiring in 2017 Steven Oakland     Independent Director Age:56 Director since:2014 Committees: Compensation, Executive, Nominating (Chair)   President, Coffee and Foodservice of The J.M. Smucker Company Age:55 Director since:2014 Independent Committees: Compensation, Nominating Mr. Oakland has served as Vice Chair and President, CoffeeU.S. Food and FoodserviceBeverage of The J.M. Smucker Company (“Smucker’s”) (manufacturer and marketer of branded food products) since April 2015.May 2016. He previously served as President, Coffee and Foodservice from April 2015 to April 2016; President, International Food Service of Smucker’s from May 2011 to March 2015; and President, U.S. Retail—Smucker’s Jif, and Hungry Jack from August 2008 to May 2011. Mr. Oakland has spent most of his career at Smucker’s, serving in increasingly senior positions, including General Manager of Smucker’s Canadian operations from 1995 to 1999. Effective May 1, 2016, Mr. Oakland will assume the position of Vice Chair and President, U.S. Food and Beverage of Smucker’s. He also serves on the board of MTD Products, Inc., a privately-held company.   Skills and Qualifications Mr. Oakland brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strength in customer engagement, marketing, brand-building, and strategic planning.Additionally,planning. Additionally, Mr. Oakland is actively involved in management resources issues and governance matters as a senior executive of a public company, which providesproviding him with relevant expertise to both ouras a member of each of the Compensation Committee and Nominating Committee, of which he isCommittee. As a member.Through his senior executive position at Smucker’s, Mr. Oakland also has risk management, and business development, /and mergers and acquisitions experience.   Ulice Payne, Jr. Independent Director Age:61 Director since:2016 Committees:Audit, Nominating Mr. Payne has served as President and Managing Member of Addison-Clifton, LLC (global trade compliance advisory services provider) since May 2004. He previously served as a Partner, from February 1998 to September 2002, and as Managing Partner, from 2001 to 2002, of Foley & Lardner, LLP, a Milwaukee-based law firm; and President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from September 2002 to December 2003. Mr. Payne presently serves as a director of ManpowerGroup Inc., The Northwestern Mutual Life Insurance Company, and WEC Energy Group, Inc. He previously served as a director of Badger Meter, Inc. Skills and Qualifications Mr. Payne brings to our Board significant managerial, operational, financial, and global experience as a result of many senior positions he has held, including as President and Managing Member of Addison-Clifton, LLC, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, and as Managing Partner of Foley & Lardner, LLP. He also serves as a director of three other public companies, ManpowerGroup Inc., The Northwestern Mutual Life Insurance Company, and WEC Energy Group, Inc. As Foot Locker is a global company, the Board also benefits from his broad experience in, and knowledge of, international business and global trade compliance. In addition, Mr. Payne’s past and present experience on the boards of several public corporations includes service as a member of either the audit or finance committee at each of these companies, which is beneficial to the Board. 6 2017 Proxy Statement Proposal 1 Cheryl Nido Turpin     Retired President and Chief Executive Officer of the Limited Stores Independent Director Age:68 69 Director since:2001 Independent Committees: Compensation, Nominating Ms.TurpinMs. Turpin served as President and Chief Executive Officer of the Limited Stores (retail merchants), a division of Limited Brands, Inc., from June 1994 to August 1997. Prior to that, she served as President and Chief Executive Officer of Lane Bryant, a subsidiary of The Limited Stores, Inc., from January 1990 to June 1994. Ms.TurpinMs. Turpin served as a director of The Warnaco Group, Inc. from 2004 to February 2013, and as a director of Stage Stores, Inc. from 2010 to 2011.   Skills and Qualifications Ms.TurpinMs. Turpin brings to our Board long experience as a retail executive, most recently as President and Chief Executive Officer of Limited Stores, where she worked in a multi-divisional retail structure such assimilar to that of our Company. She previously served as a director of two other public companies,The Warnaco Group, Inc. and Stage Stores, Inc., and she served as chair of the compensation committees of those companies. Her strong retail and brand marketing background strongly complements the expertise of the Board, and her past service as chair of the compensation committees of other public retail companies provides particularly useful background for her service on our Compensation Committee. Kimberly Underhill Independent Director Age:52 Director since:2016 Committees: Compensation, Finance Ms. Underhill has served as Global President of Kimberly-Clark Professional, a unit of Kimberly-Clark Corporation (global manufacturer of branded personal care, consumer tissue, and professional healthcare products) since April 2014. She previously served in other senior leadership positions with Kimberly-Clark, including President, Consumer Europe from August 2011 to April 2014;Vice President Country Manager, UK and Ireland from September 2009 to August 2011; and President, North America Group Products, Family Care from October 2006 to August 2009. Skills and Qualifications Ms. Underhill brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strength in marketing, brand-building, strategic planning, and international business development. Additionally, Ms. Underhill is actively involved in management resources issues as a senior executive of a public company, which provides relevant expertise to both our Compensation Committee and Finance Committee, of which she is a member. Through her senior executive position at Kimberly-Clark, Ms. Underhill also has international and business development experience.   20162017 Proxy Statement 7 Proposal 1 Dona D. Young Independent Lead Director Age:63 Director since:2001 Committees: Compensation, Executive, Nominating Mrs. Young retired in April 2009 as Chairman, President and Chief Executive Officer of The Phoenix Companies, Inc. (at the time an insurance and asset management company) after a nearly 30-year career. She currently engages in independent strategic advising and consulting with a focus on corporate social responsibility and board governance issues. She also engages in CEO coaching and counseling. She is a member of the Supervisory Board of Aegon N.V. (multinational life insurance, pension, and asset management company), a trustee of the Saint James School in Saint James, Maryland, and a trustee of Save the Children in Westport, Connecticut where she serves as Vice Chair of the Audit Committee. She has previously served as a director of The Phoenix Companies, Inc., Wachovia Corporation, Sonoco Products Company, and Wittenberg University in Springfield, Ohio. Skills and Qualifications Mrs. Young brings significant financial, business, governance, and legal experience to our Board. Her long experience in the financial services sector, including service as both Chief Executive Officer and General Counsel of Phoenix, has exposed Mrs. Young to a number of areas, including financial reporting, leadership and talent development, and risk management. As a board member and former executive, she also has extensive transactional experience, including mergers and acquisitions, divestitures, spin-offs, and restructurings. Mrs. Young’s recognized leadership skills and broad corporate governance experience, including with regard to board succession planning, board composition, and executive leadership, are useful for her service as Chair of the Nominating Committee and a member of the Compensation Committee. Mrs. Young serves as a member of the Supervisory Board and a member of both the risk committee and the audit committee of Aegon N.V. Mrs. Young has had experience serving as an independent director on the boards of two other public companies, as well as on the boards of non-profit organizations. Mrs. Young is a faculty member of the National Association of Corporate Directors (“NACD”) Board Advisory Services. She was a 2013 NACD Board Leadership Fellow and a 2012 Advanced Leadership Fellow at Harvard University. Mrs. Young was named to the NACD Directorship 100 for 2015. 8   |  72017 Proxy Statement Proposal 1   Summary of Director Qualifications and Experience       Maxine   NicholasMaxine Clark   Alan D.Nicholas DiPaolo(1)   JarobinAlan D. Feldman   Richard A.Jarobin Gilbert, Jr.   Guillermo G.Richard A. Johnson   Matthew M.Guillermo G. Marmol   StevenMatthew M. McKenna   Cheryl NidoSteven Oakland   Dona D. Ulice Payne, Jr.   ClarkCheryl Nido Turpin   DiPaoloKimberly Underhill   FeldmanDona D. Young   Gilbert, Jr.Leadership   Johnson Marmol McKenna Oakland Turpin Young Accounting or Financialexpertise gained from experience as a CEO, audit professional, or finance executive is important because it assists our directors in understanding and overseeing our financial reporting and internal controls · · · · · · · · Broad-Based Businessexpertise provides a depth of experience from which to draw on in evaluating issues, deliberating, decision-making, and making business judgments · · · · · · · · · · Business Development / Mergersand Acquisitionsexperience is important because it helps in assessing potential growth opportunities · · · · · · · · · Chief Executiveexperience is important because directors who have served as CEOs of public or substantial privately-held companies have experience working, communicating, and engaging with a variety of important external stakeholder groups, such as investors,including shareholders, bondholders, and investment analysts   ·    ·    ·        ·    ·    ·              ·  Broad-Based Business expertise provides a depth of experience to leverage in evaluating issues, and making business judgments                         Digital and Channel Connectivity experience is important to the Company as we build a more powerful digital experience for our customers   ·                ·    ·                  Information Securityexperience is relevant given the importance to the Company of protecting both the Company’s and our customers’ information                       ·                  Internationalexperience is important in understanding and reviewing our business and strategy outside of the United States, particularly in Europe as it is a strategic priority               ·    ·            ·          ·    Strategy Retail, Brand Marketing, and SocialMediaexperience gives directors a practical understanding of assessing, developing, implementing, and assessingimplementing our marketing and customer engagement strategies   ·    ·    ·        ·            · · Risk Managementexperience is critical to the Board’s role in overseeing the risks facing the Company        ·    ·        · · · ·     · Strategic Planning and Analysis experience provides a practical understanding of assessing, developing, implementing, and assessingimplementing the metrics of our long-term financial objectives and strategic priorities   ·    ·    ·        ·    ·    ·    ·          ·    Target Marketexperience is relevantimportant to an understanding ofunderstand our business and strategy as our brands keenly focus on their target customers   ·                ·            ·    ·       Technology and Systemsexperience is relevantimportant given the importance of technology to the retail marketplace, our internal operations, and our customer engagement initiatives                   ·    ·                  Accounting or Financial expertise gained from experience as a CEO, audit professional, or finance executive is important because it assists our directors in understanding and overseeing our financial reporting and internal controls                   Governance Business Development / Mergers and Acquisitions experience is important because it helps in assessing potential growth opportunities                       Risk Management experience is helpful to the Board’s role in overseeing the risks facing the Company                 (1) Mr. DiPaolo is not standing for reelection as a director and will retire from the Board following the 2017 Annual Meeting of Shareholders. 8  |  20162017 Proxy Statement 9 Corporate Governance   The Board is committed to good corporate governance and has adopted Corporate Governance Guidelines and other policies and practices to guide the Board and senior management.   Board Diversity We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service on our Board and the boards of other organizations, and viewpoints. We have refreshed our Board over the past fivesix years, as fiveseven highly-qualified directors were added to the Board, and fourfive directors retired. In May 2015, the Board elected Nicholas DiPaolowill have retired as Non-Executive Chairman of the Board. Mr. DiPaolo previously served as the lead director.this Annual Meeting.   Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines. The Board periodically reviews the guidelines and may reviserevises them, whenas appropriate. The Corporate Governance Guidelines are available on the corporate governance section of the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov. You may also obtain a printed copy of the guidelines by writing to the Secretary at the Company’s headquarters.   Committee Charters The Board has adopted charters for each of the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating Committee. Copies of the charters for these committees are available on the corporate governance section of the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov. You may also obtain printed copies of these charters by writing to the Secretary at the Company’s headquarters.   Policy on Voting for Directors Our Corporate Governance Guidelines provide that if a nominee for director in an uncontested election receives more votes “withheld” from his or her election than votes “for” election, then the director must offer his or her resignation for consideration by the Nominating Committee. The Nominating Committee will evaluate the resignation, weighing the best interests of the Company and its shareholders, and make a recommendation to the Board on the action to be taken. For example, the Nominating Committee may recommend (i) accepting the resignation, (ii) maintaining the director but addressing what the Nominating Committee believes to be the underlying cause of the withheld votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation. When making its determination, the Nominating Committee will consider all factors that it deems relevant, including (i) any stated reasons why shareholders withheld votes from the director, (ii) any alternatives for curing the underlying cause of the withheld votes, (iii) the director’s tenure, (iv) the director’s qualifications, (v) the director’s past and expected future contributions to the Board and to the Company, and (vi) the overall composition of the Board, including whether accepting the resignation would cause the Company to fall below the minimum number of directors required under the Company’s By-lawsBy-Laws or fail to meet any applicable U.S. Securities and Exchange Commission (the “SEC”) or New York Stock Exchange (the “NYSE”) requirements. We will promptly disclose the Board’s decision on whether to accept the director’s resignation, including, if applicable, the reasons for rejecting the offered resignation.   At this Annual Meeting, shareholders are being asked to approve an amendment to the By-Laws, which is recommended by the Board, to provide for majority voting for directors in uncontested elections. Please see Page 81 for more information on this proposal. 10 20162017 Proxy Statement  |  9 Corporate Governance   Director Independence The Board believes that a significant majority of its members should be independent, as determined by the Board based on the criteria established by the NYSE. Each year, the Nominating Committee reviews any relationships between outside directors and the Company that may affect independence. Currently, one of the tentwelve members of the Board serves as an officer of the Company, and the remaining nineeleven directors are independent under the criteria established by the NYSE. Please see Pages 1516 through 1617 for more information regarding director independence.   Committee Rotation As a general principle, the Board believes that the periodic rotation of committee assignments on a staggered basis is desireddesirable and provides an opportunity to foster diverse perspective and develop breadth of knowledge within the Board.   Independent Board LeaderLead Director Our Board is led by Nicholas DiPaolo, who serves as our independent Non-Executive Chairman of the Board. The Board believes that Mr. DiPaolo is well-suited to serve in this role, given his businesswhen the positions of Chairman and financial background, his depth of knowledge ofChief Executive Officer are held by the Company, and his prior leadership role assame person, an independent lead director from 2012 through 2015. As Non-Executive Chairman, Mr. DiPaolo has the following roles and responsibilities:should be appointed. The Lead Director’s responsibilities include:     •· advises our Chief Executive Officer and other members of senior management, as appropriate;presiding at Board meetings at which the Chairman is not present;         •· develops, with our Chief Executive Officer,presiding at executive sessions of the agenda for each Board meeting;independent directors;         •· chairsencouraging and facilitating active participation by, and communication among, all directors; · serving as the liaison between the independent directors and the Chairman; · approving Board meeting agendas after conferring with the Chairman and other members of the Board, as appropriate, and may add agenda items in her discretion; · approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; · having the authority to call meetings of ourthe independent directors; · leading the Board’s annual performance evaluation of the Chief Executive Officer, including an annual evaluation of the Chief Executive Officer’s interaction with the Board;         •· serves as principal liaison between our independent directorsbeing available to advise the Chairman and our Chief Executive Officer; • the committee chairs executive sessions ofin fulfilling their designated roles and responsibilities to the Board and meetings of the independent directors, both of which are held in conjunction with each quarterly Board meeting;Board; and         •· leadsperforming such other functions as the annual performance evaluation of our Chief Executive Officer.Board or other directors may request. The Board considers the periodic rotation of the Lead Director from time to time, taking into account experience, continuity of leadership, and the best interests of the Company. Dona D. Young currently serves as the Lead Director. The Board believes that Mrs. Young is well suited to serve as Lead Director, given her business, financial, and governance background, as well as her more than sixteen years of service on our Board. 2017 Proxy Statement 11 Corporate Governance   Board Leadership Structure Our Board evaluates, from time to time as appropriate, whether the same person should serve as Chairman and Chief Executive Officer, or whether the positions should be split,bifurcated, in light of all relevant factorsfacts and circumstances and what it considers to be in the best interests of the Company and our shareholders. SinceIn May 2015,2016, the positions of Chairman and Chief Executive Officer have been separated, with Nicholas DiPaolo serving as Non-Executive Chairman,were re-combined and are held by Richard A. Johnson, with Dona D. Young serving as Chief Executive Officer.independent Lead Director. The Board has utilized various leadership structures since 2001, as shown below:   Date   Leadership Structure March 2001 – February 2004   Positions separated, with an independent director serving as Non-Executive Chairman February 2004 – August 2009   Positions combined, with an independent lead directorLead Director August 2009 – January 2010   Positions separated, with the former Chairman and Chief Executive Officer serving asExecutive Chairman and an independent director serving as lead directorLead Director January 2010 – December 2014   Positions combined, with an independent lead directorLead Director December 2014 – May 2015   Positions separated, with the former Chairman and Chief Executive Officer serving asExecutive Chairman, and an independent director serving as lead directorLead Director May 2015 – PresentMay 2016   Positions separated, with an independent director serving as Non-Executive Chairman 10  |  May 2016 Proxy Statement– Present Positions combined, with an independent Lead Director Corporate Governance   The Board believes that, based on the Company’s current facts and circumstances, its currentBoard leadership structure is appropriate.   Executive Sessions of Non-Management Directors The Board holds regularly scheduled executive sessions of non-management directors in conjunction with each quarterly Board meeting. Nicholas DiPaolo,Dona D. Young, as Chairman,Lead Director, presides at these executive sessions.   Board Evaluations Each year, the Board and its committees conduct self-evaluations. The Nominating Committee oversees the evaluation process and reviews the procedures, which may vary from year to year, in advance of each year’s evaluation process. The self-evaluation process is designed to elicit candid feedback regarding the areas where the Board and its committees could improve their effectiveness. In addition, in 2015,a prior year, the Nominating Committee engaged a third party to conduct a survey of the directors with regard to the assessment process and other governance areas and report to the full Board on the survey results and benchmark information.information, and may consider engaging a third party in the future with regard to the evaluation process.   Board Members’ Attendance at Annual Meetings Although we do not have a policy on our Board members’ attendance at annual shareholders’ meetings, we encourage each directorDirectors are expected to attend these important meetings.annual meetings of shareholders. The annual meeting is normally scheduled on the same day as a quarterly Board meeting. In 2015,2016, all of the directors then serving attended the annual shareholders’ meeting.   Director OrientationOn-Boarding and Education We have an orientationon-boarding program for new directors that is intended to educate a new director on the Company and the Board’s practices. AtOver the orientation,course of the newly electedone-year on-boarding program, the newly-elected director generally meets with the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and Secretary, and other members of senior officers of the Company,management, to review the Company’s business operations, financial matters, strategy, investor relations, risk management, corporate governance, policies, composition of the Board and its committees, and succession and development plans. Additionally, he 12 2017 Proxy Statement Corporate Governance or she has the opportunity to visitvisits our stores at the Company’s New York headquarters, orand elsewhere, with a senior division officermanagement for an introduction to store operations. During the on-boarding year, new directors periodically meet with the Lead Director and will meet with the committee chairs for a deep dive into the work of the committees. We also provide the Board with educational training from time to time on subjects applicable to the Board and the Company, including with regard to retailing, accounting, financial reporting, and corporate governance, using both internal and external resources.resources, and we encourage all directors to attend other continuing education programs.   Payment of Directors Fees in Stock The non-employee directors receive one-half of their annual retainer fees, including committee chair retainer fees, in shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), with the balance payable in cash. Directors may elect to receive up to 100% of their annual retainer fees in stock.   Director Retirement The Board has established a policy in its Corporate Governance Guidelines that directors retire from the Board at the annual meeting of shareholders following the director’s 72nd birthday. As part of the Nominating Committee’s regular evaluation of the Company’s directors and the overall needs of the Board, the Nominating Committee may ask a director to remain on the Board for an additional period of time beyond age 72, or to stand for re-election after reaching age 72. For any director over age 72, the Nominating Committee evaluates that director each year in light of the retirement policy to consider his or her continued service on the Board. The Nominating Committee and the Board reviewed the continued service of our Non-Executive Chairman, Nicholas DiPaolo, age 74, on the Board and have asked him to continue his service through the end of his term in 2017. 2016 Proxy Statement  |  11 Corporate Governance   Change in a Director’s Principal Employment The Board has established a policy whereby a director is required to advise the Chair of the Nominating Committee of any change to his or her principal employment. If requested by the Chair of the Committee, after consultation with the members of the Committee, the director will submit a letter of resignation to the Chair of the Committee, and the Committee would then meet to consider whether to accept or reject the letter of resignation. Succession Planning The Board engages in an effective planning process to identify, evaluate, and select potential successors to the Chief Executive Officer and other members of senior management. The Chief Executive Officer reviews senior management succession planning with the Board. Each director has complete and open access to any member of management. Members of management are invited regularly to make presentations at Board and committee meetings and meet with directors in informal settings to allow the directors to form a more complete understanding of the executives’ skills and character.   Risk Oversight The Board has oversight responsibilities regarding risks that could affect the Company. This oversight is conducted primarily through the Audit Committee. The Audit Committee has established procedures for reviewing the Company’s risks. These procedures include regular risk monitoring by management to update current risks and identify potential new and emerging risks, quarterly risk reviews by management with the Audit Committee, and an annual risk report to the full Board. The Audit Committee Chair reports on the committee’s meetings, considerations, and actions to the full Board at the next Board meeting following each committee meeting. In addition, the Compensation Committee considers risk in relation to the Company’s compensation policies and practices. The Compensation Committee’s independent compensation consultant provides an annual report to the committee on risk relative to the Company’s compensation programs.   The Company believes that this process for risk oversight is appropriate in light of the Company’s business, size, and active senior management participation, including by the Chief Executive Officer, in managing risk and holding regular discussions on risk with the Audit Committee, the Compensation Committee, and the Board.   2017 Proxy Statement 13 Corporate Governance Stock Ownership Guidelines We haveThe Board has adopted Stock Ownership Guidelines that coverapplicable to the Board, the Chief Executive Officer, and Other Principal Officers. For non-employee directors, the guideline is four times their annual retainer fee; for the Chief Executive Officer, the guideline is six times his annual base salary; and for Other Principal Officers, the guideline is a multiple of their base salaries.other covered executives. The Guidelines are as follows: Covered Position Current Ownership Guidelines Non-employee Director 4 x Annual Retainer Fee Chief Executive Officer 6 x Annual Base Salary Executive Vice President 3 x Annual Base Salary Senior Vice President 2 x Annual Base Salary Senior Vice President and General Manager / President of Operating Division 2 x Annual Base Salary Vice President and General Manager 0.5 x Annual Base Salary Vice President 0.5 x Annual Base Salary   Shares of unvested restricted stock, unvested restricted stock units (“RSUs”), and deferred stock units (“DSUs”) are counted towards beneficial ownership. Performance-based RSUs are counted once earned. Stock options and shares held through the Foot Locker 401(k) Plan are disregarded in calculating beneficial ownership for purposes of the Stock Ownership Guidelines.   Non-employee directors and executives who are covered by the guidelines are required to be in compliance within five years after the effective date of becoming subject to these guidelines. In the event of any increase in the required ownership level, whether as a result of an increase in the annual retainer fee or base salary or an increase in the required ownership multiple, the target date for compliance with the increased ownership guideline iswould be five years after the effective date of such increase.   All non-employee directors and executives who were required to be in compliance with the guidelines as of the end of the 20152016 fiscal year are in compliance. The Company measures compliance with the guidelines at the end of eachthe prior fiscal year based on the market value of the Company’s stock with the compliance determination at that point in time applying for the next fiscal year, regardless of fluctuations in the Company’s stock price. 12  |  2016 Proxy Statement Corporate Governancetime.   If a director or covered executive fails to be in compliance with the guidelines byas of the required compliance date,end of the prior fiscal year, he or she must hold the net shares obtained through future stock option exercises and the vesting of restricted stock and RSUs, after payment of applicable taxes, until coming into compliance with the guidelines. In order to take into consideration fluctuations in the Company’s stock price, any person who has been in compliance with the guidelines as of the end of at least one of the two preceding fiscal years and who has not subsequently sold shares will not be subject to this holding requirement. For non-employee directors, the Nominating Committee will consider a director’s failure to comply with the Stock Ownership Guidelines when considering that director for reelection.   Political Contributions Our Code of Business Conduct prohibits making contributions on behalf of the Company to political parties, political action committees, political candidates, or holders of public office. The Company is a member of several trade associations which, as part of their overall activities, may engage in advocacy activities with regard to issues important to the retail industry or the business community generally.   14 2017 Proxy Statement Corporate Governance Communications with the Board The Board has established a procedure for shareholders and other interested parties to send communications to the non-management members of the Board. Shareholders and other interested parties who wish to communicate directly with the non-management directors of the Company should send a letter to the Board of Directors, c/o Secretary, Foot Locker, Inc., 330 West 34th Street, New York, New York 10001.   The Secretary will promptly send a copy of the communication to the independent Board leader,Lead Director, who may direct the Secretary to send a copy of the communication to the other non-management directors and may determine whether a meeting of the non-management directors should be called to review the communication.   A copy of the Procedures for Communications with the Board is available on the corporate governance section of the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov. You may obtain a printed copy of the procedures by writing to the Secretary at the Company’s headquarters.   Retention of Outside Advisors The Board and all of its committees have authority to retain outside advisors and consultants that they consider necessary or appropriate in carrying out their respective responsibilities. The independent accountants are retained by, and report directly to, the Audit Committee. In addition, the Committee is responsible for the selection, assessment, and termination of the internal auditors to which the Company has outsourced a portion of its internal audit function, which is ultimately accountable to the Audit Committee. Similarly, the consultant retained by the Compensation Committee to assist in the evaluation of senior executive compensation reports directly to that committee.   2016 Proxy Statement  |  13 Corporate Governance Code of Business Conduct The Company has adopted a Code of Business Conduct for directors, officers, and other employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. A copy of the Code of Business Conduct is available on the corporate governance section of the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov. You may obtain a printed copy of the Code of Business Conduct by writing to the Secretary at the Company’s headquarters.   Any waivers of the Code of Business Conduct for directors and executive officers must be approved by the Audit Committee. The Company promptly discloses amendments to the Code of Business Conduct and any waivers of the Code of Business Conduct for directors and executive officers on the corporate governance section of the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov.   Related Person Transactions We individually inquire of each of our directors and executive officers about any transactions in which the Company and any of these related persons or their immediate family members are participants. We also make inquiries within the Company’s records for information on any of these kinds of transactions. Once we gather the information, we then review all relationships and transactions of which we are aware in which the Company and any of our directors, executive officers, their immediate family members or five-percent shareholders are participants to determine, based on the facts and circumstances, whether the Company or the related persons have a direct or indirect material interest. The General Counsel’s office coordinates the related person transaction review process. The Nominating Committee reviews any reported transactions involving directors and their immediate family members in making its recommendation to the Board on the independence of the directors. The Company’s written policies and procedures for related person transactions are included within both the Corporate Governance Guidelines and Foot Locker’sthe Code of Business Conduct. There were no related person transactions in 2015.2016.   14  |  20162017 Proxy Statement 15 Board of Directors   Organization and Powers The Board has responsibility for establishing broad corporate policies, reviewing significant developments affecting the Company, and monitoring the general performance of the Company. Our By-lawsBy-Laws provide for a Board consisting of between 7 and 13 directors. The exact number of directors is determined from time to time by the entire Board. TheThere are currently 12 directors on our Board. Mr. DiPaolo will be retiring at the conclusion of the Annual Meeting, and the Board has fixed the number of directors at 10.11 effective at such time.   The Board held five meetings during 2015.2016. All of our directors attended at least 75% of the aggregate of the meetings of the Board and of the committees on which they served in 2015.2016.   Directors’ Independence A director is not considered independent under NYSE rules if he or she has a material relationship with the Company that would impair his or her independence. In addition to the independence criteria established by the NYSE, the Board has adopted categorical standards to assist it in making its independence determinations regarding individual directors. These categorical standards are contained in the Corporate Governance Guidelines, which are posted on the Company’s corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov.   The Board has determined that the following categories of relationships are immaterial for purposes of determining whether a director is independent under the NYSE listing standards:   Categorical Relationship   Description       Investment Relationships with the Company   A director and any family member may own equities or other securities of the Company.       Relationships with Other Business Entities   A director and any family member may be a director, employee (other than an executive officer), or beneficial owner of less than 10% of the shares of a business entity with which the Company does business, provided that the aggregate amount involved in a fiscal year does not exceed the greater of $1 million or 2% of either that entity’s or the Company’s annual consolidated gross revenue.       Relationships with Not-for-Profit Entities   A director and any family member may be a director or employee (other than an executive officer or the equivalent) of a not-for-profit organization to which the Company (including the Foot Locker Foundation) makes contributions, provided that the aggregate amount of the Company’s contributions in any fiscal year do not exceed the greater of $1 million or 2% of the not-for-profit entity’s total annual receipts.   16 20162017 Proxy Statement  |  15 Board of Directors   The Board, upon the recommendation of the Nominating Committee, has determined that the following directors are independent under the NYSE rules because they have no material relationship to the Company that would impair their independence:   Maxine Clark Jarobin Gilbert, Jr. Steven Oakland Nicholas DiPaolo Guillermo G. Marmol Cheryl Nido Turpin Alan D. Feldman Nicholas DiPaolo Matthew M. McKenna Kimberly Underhill Alan D. Feldman Steven Oakland Dona D. Young Jarobin Gilbert, Jr. Ulice Payne, Jr.   In making its independence determination, the Board reviewed recommendations of the Nominating Committee and considered Dona D. Young’s relationshipand Ulice Payne, Jr.’s relationships as a non-employee memberdirectors of the Supervisory Board of a companycompanies with which our European subsidiary doeswe do business. The Board has determined that this relationship meetsthese relationships meet the categorical standard for Relationships with Other Business Entities and isare immaterial with respect to determining independence.   The Board also considered, in making its independence determination, Matthew M. McKenna’s relationship as an adjunct professor of Fordham University School of Law because the Foot Locker Foundation awarded a $5,000 scholarship to a Fordham University student.student in 2016. The Board has determined that this relationship meets the categorical standard for Relationships with Not-for-Profit Entities and is immaterial with respect to determining independence. Ken C. Hicks served as a director during 2015 until his retirement from the Company in May 2015. The Board determined, on the recommendation of the Nominating Committee, that Mr. Hicks was not independent because he was an executive officer of the Company while serving as a director.   The Board has determined that all members of the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating Committee are independent as defined under the NYSE listing standards and the director independence standards adopted by the Board.   16  |  20162017 Proxy Statement 17 Board of Directors   Committees of the Board The Board has delegated certain duties to committees, which assist the Board in carrying out its responsibilities. There are five standing committees of the Board. Each independent director serves on at least two committees. The key oversight responsibilities of the committees, the current committee memberships, and the number of meetings held during 2015, and the functions of the committees2016 are described below.   Audit Committee Committee Guillermo G. Marmol, Chair 9 meetings in 2016   Key Oversight Responsibilities Members:•   • appoints the independent accountants Clark, Gilbert, Marmol, McKenna 9 meetings in 2015 • approves the independent accountants’ compensation • assists the Board in fulfilling its oversight responsibilities in the following areas: o accounting policies and practices o the integrity of the Company’s financial statements o compliance with legal and regulatory requirements o risk oversight o the qualifications, independence, and performance of the independent accountants o the qualifications, performance, and compensation of the internal auditors • establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, orand auditing matters   Members: Clark, Gilbert, Marmol, McKenna, Payne               This committee consists of fourfive independent directors, as independence is defined under the SEC and NYSE rules applicable to audit committee members. All of the members meet the expertise requirements under the NYSE rules. The Board has determined that Mr. McKenna qualifies as an “audit committee financial expert,” as defined by the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through his relevant experience as a former senior financial executive of a large multinational corporation. Mr. McKenna is independent under the applicable NYSE and Exchange Act rules.                   The Audit Committee Report appears on Page 77.80.       18 20162017 Proxy Statement  |  17 Board of Directors   Compensation and Management Resources Committee Resources Committee Alan D. Feldman, Chair 4 meetings in 2016   Key Oversight Responsibilities •   Members: • determines the compensation of the Chief Executive Officer DiPaolo, Feldman, Oakland, Turpin, Young 5 meetings in 2015 • reviews and approves all compensation for the Company’s executive management group, which consists of the executive officers and corporate officers • determines significant elements of the compensation of the chief executives of our operating divisions • responsible for decisions regarding equity compensation for other employees • assesses risk in relation to the Company’s compensation policies and practices • administers the Company’s various compensation plans, including the incentive plans, the equity-based compensation plans, and the employees’ stock purchase plan (other(Other than the Company’s 2007 Stock Incentive Plan (the “Stock Incentive Plan”), committee members are ineligible to participate in these compensation plans) • reviews and makes recommendations to the Board concerning executive development and succession • meets jointly with the Nominating Committee to review non-employee directors’ compensation and make recommendations to the Board concerning the form and amount of non-employee directors’ compensation   Members: DiPaolo, Feldman, Oakland, Turpin, Underhill, Young               This committee consists of fivesix independent directors, as independence is defined under the NYSE rules applicable to compensation committee members. Please see the Compensation Discussion and Analysis (“CD&A”) on Pages 28 through 44 for a discussion of the Compensation Committee’s procedures for determining compensation.               Please see the Compensation Discussion and Analysis (“CD&A”) on Pages 29 through 46 for a discussion of the Compensation Committee’s procedures for determining compensation, and the Compensation Committee Report on Page 47. Finance and Strategic Planning Committee Matthew M. McKenna, Chair 4 meetings in 2016   Key Oversight Responsibilities •   Members: • reviews the overall strategic and financial plans, including capital expenditure plans, proposed debt or equity issues, and the capital structure Clark, DiPaolo, Feldman, Marmol, McKenna 4 meetings in 2015 • considers and makes recommendations to the Board concerning dividend payments and share repurchases • reviews acquisition and divestiture proposals   Members: Clark, DiPaolo, Feldman, Marmol, McKenna, Underhill   18  |  20162017 Proxy Statement 19 Board of Directors   Nominating and Corporate Governance Committee Steven Oakland, Dona D. Young, Chair 5 meetings in 2016   Key Oversight Responsibilities •   Members: • oversees corporate governance matters affecting the Company, including developing and recommending criteria and policies relating to service and tenure of directors Gilbert, Oakland, Turpin, Young 5 meetings in 2015 • establishes criteria for Board candidates • retains the services of a third-party search firm from time to time to identify potential director candidates • selects new director nominees to recommend to the Board and considers the re-nomination of existing directors by considering a variety of factors that it believes contribute to an individual’s ability to be an effective director, as well as the overall effectiveness of the Board, including an individual’s understanding of business, finance, corporate governance, marketing, and other disciplines relevant to the oversight of a large public company; understanding of our industry; independence; integrity; personal and professional ethics; business judgment; the ability and willingness to devote sufficient time to Board responsibilities; educational and professional background; international experience; personal accomplishment; community involvement; cultural and ethnic diversity; and other skills, experience, and qualifications as may be relevant • reviews membership on the Board committees and, after consultation with the Non-Executive ChairmanChief Executive Officer and the Chief Executive Officer,Lead Director, makes recommendations to the Board annually regarding committee members and committee chair assignments • meets jointly with the Compensation Committee to review non-employee directors’ compensation and make recommendations to the Board concerning the form and amount of non-employee directors’ compensation   Members: Gilbert, Oakland, Payne, Turpin, Young               Shareholders who wish to recommend candidates may contact the Nominating Committee in the manner described on Page 1315 underCommunications with the Board. Shareholder nominations must be made according to the procedures required under, and within the timeframe described in, the By-lawsBy-Laws and on Page 88.87. Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures will be evaluated by the Nominating Committee in the same manner as the Company’s nominees.       2016 Proxy Statement  |  19 Board of Directors Executive Committee   Executive Richard A. Johnson, Chair No meetings in 2016 Key Oversight Responsibilities •   Members: Committee • shares all of the powers of the Board during intervals between Board meetings, except for certain matters reserved to the Board   DiPaolo, Members: Feldman, Johnson, Marmol, Nicholas DiPaolo, McKenna, Oakland, Young Chair No meetings in 2015   20 2017 Proxy Statement Board of Directors Compensation and Management Resources Committee Interlocks and Insider Participation Nicholas DiPaolo, Alan D. Feldman, Steven Oakland, Cheryl Nido Turpin, Kimberly Underhill, and Dona D. Young served on the Compensation Committee during 2015.2016. None of the committee members was an officer or employee of the Company or any of its subsidiaries, and there were no interlocks with other companies within the meaning of the SEC’s proxy rules.   Directors’ Compensation and Benefits Non-employee directors are paid an annual retainer fee and meeting fees for attendance at each Board and committee meeting. The Non-Executive ChairmanLead Director and the committee chairs are each paid additional retainer fees for service in these capacities. We do not pay additional compensation to any director who is also an employee of the Company for service on the Board or any committee. The independent compensation consultant retained by the Compensation Committee conducts an annual review and analysis of the directors’ compensation program and makes recommendations to the Compensation Committee and Nominating Committee, jointly, with regard to the program structure. Below is a summary of the fees paid to the non-employee directors in 2015:2016:   Summary of Directors’ Compensation Annual Retainer: $130,000 (increased to $140,000 beginning January 2017) payable 50% in cash and 50% in Common Stock. Directors may elect to receive up to 100% of their annual retainer, including their committee chair retainer, in Common Stock. We calculate the number of shares paid to the directors for their annual retainer by dividing their retainer fee by the closing price of a share of Common Stock on the last business day preceding the July stock payment date.     Committee Chair Retainers: $25,000: $25,000: $15,000: $15,000: None: Audit Committee Chair $25,000: Compensation Committee Chair $15,000: Finance Committee Chair $15,000: Nominating Committee Chair N/A: Executive Committee Chair         The committee chair retainers are paid in the same form as the annual retainer.     Non-Executive ChairmanLead Director Retainer: $125,00050,000 payable in cash.     Meeting Fees: $2,000 per Board and committee meeting attended.     RSUs: 1,024 1,138 RSUs. The number of RSUs granted in 20152016 was calculated by dividing $65,000 by the closing price of a share of Common Stock on the date of grant ($63.49)57.12). The RSUs will vest in May 2016,2017, one year following the date of grant. Each RSU represents the right to receive one share of Common Stock on the vesting date.   20  |  20162017 Proxy Statement 21 Board of Directors   Deferral Election Non-employee directors may elect to receive all or a portion of the cash component of their annual retainer fee, including committee chair retainers, in the form of deferred stock unitsDSUs or to have these amounts placed in an interest account. Directors may also elect to receive all or part of the stock component of their annual retainer fee in the form of deferred stock units.DSUs. The interest account is a hypothetical investment account bearing interest at the rate of 120% of the applicable federal long-term rate, compounded annually, and set as of the first day of each plan year. A stock unit is an accounting equivalent of one share of Common Stock.   Miscellaneous We reimburse non-employee directors for reasonable expenses incurred in attending Board and committee meetings, and continuing education programs, including their transportation, hotel accommodations, and meals. Directors and their immediate families are eligible to receive the same discount on purchases of merchandise from our stores, catalogs, and Internet sites that is available to employees. We reimburse non-employee directors for reasonable expenses incurred in attending Board and committee meetings, including their transportation, hotel accommodations, and meals.   Fiscal 20152016 Director Compensation The amounts paid to each non-employee director for fiscal 2015,2016, including amounts deferred under the Company’s Stock Incentive Plan, and the RSUs granted to each director are reported in the tables below:   Director Compensation   (a)   (b)   (c)   (d)     Fees Earned   Stock       or Paid in   Awards   Total   Name   Cash ($)   ($)(1)(2)   ($)   (a) Name   (b) Fees Earned or Paid in Cash ($)   (c) Stock Awards ($)(1)(2)   (d) Total ($) M. Clark   103,000       130,014     233,014     101,462   129,957   231,419 N. DiPaolo   187,905   139,596   327,501     143,546   129,957   273,503 A. Feldman   105,536   168,527 (3)   274,063     103,954   171,579 (3) 275,533 J. Gilbert, Jr.   105,000   130,014   235,014     103,462   129,957   233,419 G. Marmol   115,536   142,478   258,014     113,954   142,465   256,419 M. McKenna   44,099   209,957   254,056     108,942   137,473   246,415 S. Oakland   62,500   163,609 (3)   226,109     61,535   164,118 (3) 225,653 U. Payne, Jr.   20,666   —   20,666 C. Turpin   95,000   171,751 (3)   266,751     83,712   176,605 (3) 260,317 K. Underhill   18,666   —   18,666 D. Young   94,960   191,946 (3)   286,906     126,712   207,407 (3) 334,119   22 20162017 Proxy Statement  |  21 Board of Directors   Notes to Director Compensation Table (1) Column (c) reflects the following three items: (1)   Column (c) reflects the following three items:   Retainer fees paid in stock or deferred by the director   The fiscal 20152016 grant date fair value for the portion of the annual retainer fees, including committee chair retainer fees, paid in shares of Common Stock or deferred by the director, is shown in the following table:           Grant Date       Deferred   Fair Value Name Shares (#)   Stock Units (#)   ($)   Shares (#)   DSUs (#)   Grant Date Fair Value ($) M. Clark 970     —     65,000     1,184   —   64,954 N. DiPaolo 1,113   —   74,582     1,184   —   64,954 A. Feldman 1,156   —   77,464     1,412   —   77,462 J. Gilbert, Jr. 970   —   65,000     1,184   —   64,954 G. Marmol 1,156   —   77,464     1,412   —   77,462 M. McKenna 2,163   —   144,943     1,321   —   72,470 S. Oakland —   1,455   97,500     1,777   —   97,486 U. Payne, Jr.   —   —   — C. Turpin 970   —   65,000     1,184   —   64,954 K. Underhill   —   —   — D. Young —   1,082   72,500     —   1,440   80,040   Stock portion of retainer fee.We made the annual stock payment to each director on July 1, 2015.2016 (other than to Mr. Payne and Ms. Underhill who were not then serving). Under the terms of the Stock Incentive Plan, the stock payment was valued at the closing price of a share of Common Stock on June 30, 2015,2016, which was $67.01.$54.86. The 20152016 grant date fair value is equal to the number of shares received or deferred by the director multiplied by $67.01,$54.86, calculated in accordance with stock-based compensation accounting rules (ASC Topic 718). Two directors,One director, who deferred the stock portion of theirher annual retainer, werewas credited with deferred stock unitsDSUs on the annual payment date, valued at $67.01$54.86 per unit.   Cash portion of retainer fee.For fiscal 2015,2016, one director deferred part of the cash portion of her annual retainer fee and was credited during the fiscal year with deferred stock unitsDSUs on the quarterly cash retainer payment dates, valued at the fair market value on the payment dates, as follows: January 2, 20154, 2016 ($56.04;65.31; pro rated for 2 months of 20152016 fiscal year), April 1, 20152016 ($62.52)63.75), July 1, 20152016 ($67.97)54.92), October 1, 20152016 ($71.15)67.52), and January 4, 20163, 2017 ($65.31;71.73; pro rated for one month of 20152016 fiscal year). The 20152016 grant date fair value is equal to the number of deferred stock unitsDSUs received multiplied by the fair market value on the payment dates, calculated in accordance with stock-based compensation accounting rules (ASC Topic 718).   2017 Proxy Statement 23 Board of Directors Dividend equivalents   The fiscal 20152016 grant date fair value for dividend equivalents credited in the form of additional stock units to four directors during the year on the quarterly dividend payment dates, valued at the fair market value of the Common Stock on the dividend payment dates, is shown in the following table:       05/01/15   07/31/15   10/30/15   01/29/16     FMV: $60.28   FMV: $70.55   FMV: $67.75   FMV: $67.56 Name   (#)   (#)   (#)   (#) A. Feldman   107     92     96     97   S. Oakland   —     5     5     5   C. Turpin   172     148     154     155   D. Young   221     193     202     204   22  |  2016 Proxy Statement Board of Directors Name   04/29/16 FMV: $61.44 (#)   07/29/16 FMV: $59.62 (#)   10/28/16 FMV: $67.15 (#)   01/27/17 FMV: $68.01 (#) A. Feldman   118   122   108   108 S. Oakland       7       7       6       6 C. Turpin   188   195   174   173 D. Young   248   262   234   232   The total number of Deferred Stock UnitsDSUs credited to directors’ accounts for fiscal 2015,2016, including the dividend equivalents and the units credited representing 20152016 retainer fees reported in the above two tables, and the total number of units held at the end of fiscal 2015, is2016, are shown in the following table:     Total Deferred Stock Units     Credited for   Held at   Total DSUs Name   2015 (#)   1/30/16 (#)   Credited for 2016 (#)   Held at 1/28/17 (#) A. Feldman   393     26,291     456     26,747   S. Oakland   1,471   1,471     26     1,496   C. Turpin   629   42,125     730     42,855   D. Young   1,902   55,252     2,416     57,668     Restricted Stock Units   The fiscal 20152016 grant date fair value for the RSUs granted to the non-employee directors in 20152016 is shown in the table below. The number of RSUs granted was calculated by dividing $65,000 by $63.49,$57.12, which was the closing price of a share of Common Stock on the date of grant. The RSUs will vest in May 2016.2017. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions, please refer to Note 2221 to the Company’s financial statements in our 20152016 Annual Report on Form 10-K. The following table shows the aggregate number of RSUs granted in 20152016 and the number of RSUs outstanding at the end of the 20152016 fiscal year:           Grant Date   RSUs         Fair Value   Outstanding on Name   RSUs Granted (#)   ($)   1/30/2016 (#) M. Clark   1,024   65,014     1,024   N. DiPaolo   1,024   65,014     1,024   A. Feldman   1,024   65,014     1,024   J. Gilbert, Jr.   1,024   65,014     1,024   G. Marmol   1,024   65,014     1,024   M. McKenna   1,024   65,014     1,024   S. Oakland   1,024   65,014     1,024   C. Turpin   1,024   65,014     1,024   D. Young   1,024   65,014     1,024   24 20162017 Proxy Statement  |  23 Board of Directors   Name   RSUs Granted (#)   Grant Date Fair Value ($)   RSUs Outstanding on 1/28/17 (#) M. Clark   1,138   65,003   1,138 N. DiPaolo   1,138   65,003   1,138 A. Feldman   1,138   65,003   1,138 J. Gilbert, Jr.   1,138   65,003   1,138 G. Marmol   1,138   65,003   1,138 M. McKenna   1,138   65,003   1,138 S. Oakland   1,138   65,003   1,138 U. Payne, Jr.   —   —   — C. Turpin   1,138   65,003   1,138 K. Underhill   —   —   — D. Young   1,138   65,003   1,138 (2) No stock options were granted to the non-employee directors in 2015. The following table provides information on the number of stock options outstanding for each2016. None of the non-employee directors if applicable,held any stock options at the end of the 20152016 fiscal year, all of which were exercisable: Stock Options Outstanding Name on 1/30/2016 (#) N. DiPaolo 2,208 A. Feldman 2,208 J. Gilbert, Jr. 2,208 M. McKenna 4,287 C. Turpin 2,208 D. Young 2,208 year. (3) Stock payment deferred in the form of stock units under the Stock Incentive Plan.   Directors’ Retirement Plan The Directors’ Retirement Plan was frozen as of December 31, 1995. Consequently, only Jarobin Gilbert, Jr. is entitled to receive a benefit under this plan after he completes his service as a director because he completed at least five years of service as a director prior to December 31, 1995. The retirement benefit under this plan is $24,000 per year, payable quarterly for the lesser of 10 years after the director leaves the Board or until his death.   Directors and Officers Indemnification and Insurance We have purchased directors and officers liability and corporation reimbursement insurance from a group of insurers comprising ACE American Insurance Co., Zurich American Insurance Co., Arch Insurance Co., St. Paul Mercury Insurance Co.,Travelers Casualty and Surety Company of America, Freedom Specialty Insurance Co., Berkley Insurance Co., Navigators Insurance Co., Aspen American Insurance Co., XL Insurance Bermuda Ltd., Illinois National Insurance Co., and Endurance American Insurance Co. These policies insure the Company and all of the Company’s wholly-owned subsidiaries. They also insure all of the directors and officers of the Company and the covered subsidiaries. The policies were written for a term of 12 months, from October 12, 20152016 until October 12, 2016.2017. The total annual premium for these policies, including fees and taxes, is $932,121.$852,189. Directors and officers of the Company, as well as all other employees with fiduciary responsibilities under the Employee Retirement Income Security Act of 1974, as amended, are insured under policies issued by a group of insurers comprising Arch Insurance Co., St. Paul Mercury Insurance Co., Federal Insurance Co.,Travelers Casualty and Surety Company of America and ACE American Insurance Co., which have a total premium, including fees and taxes, of $380,945$380,954 for the 12-month period ending October 12, 2016.2017.   The Company has entered into indemnification agreements with its directors and officers, as approved by shareholders at the 1987 Annual Meeting.   24  |  20162017 Proxy Statement 25 Beneficial Ownership of the Company’s Stock   Directors and Executive Officers The table below shows the number of shares of Common Stock reported to us as beneficially owned by each of our directors and named executive officers as of March 21, 2016.20, 2017. The table also shows beneficial ownership by all directors, named executive officers, and executive officers as a group as of that date, including shares of Common Stock that they have a right to acquire within 60 days after March 21, 201620, 2017 by the exercise of stock options.   Ken C. Hicks, the Company’s retired Executive Chairman, beneficially owned 1% of the total number of outstanding shares of Common Stock as of March 21, 2016. No other director or named executive officer, or executive officer beneficially owned 1% or more of the total number of outstanding shares as of March 21, 2016.20, 2017. Each person has sole voting and investment power for the number of shares shown unless otherwise noted.   Common Stock   Stock Options             Common Stock   Stock Options         Beneficially Owned   Exercisable Within   RSUs and         Beneficially Owned   Exercisable Within         Excluding   60 Days After   Deferred         Excluding   60 Days After   RSUs and     Stock Options   3/21/2016   Stock Units   Total   Stock Options   3/20/17   DSUs   Total Name (#) (a)   (#)   (#) (b)   (#)   (#) (a)   (#)   (#) (b)   (#) Jeffrey L. Berk 28,539   144,666     6,892     180,097   Paulette R. Alviti     51,032       29,417       6,302       86,751   Maxine Clark 6,067   —   1,024   7,091       8,275       —       1,138       9,413   Nicholas DiPaolo 72,394 (c)   2,208   1,024   75,626       70,014 (c)     —       1,138       71,152   Alan D. Feldman 55,488   2,208   27,315   85,011       59,832       —       27,885       87,717   Jarobin Gilbert, Jr. 16,668   2,208   1,024   19,900       13,426       —       1,138       14,564   Ken C. Hicks 565,805   800,000   36,207   1,402,012   Stephen D. Jacobs     63,991       53,236       9,147       126,374   Richard A. Johnson 278,527   443,299   17,190   739,016       286,838       539,726       21,736       848,300   Lewis P. Kimble     41,875       42,503       7,250       91,628   Guillermo G. Marmol 24,900   —   1,024   25,924       27,336       —       1,138       28,474   Robert W. McHugh 136,319   199,332   9,240   344,891   Matthew M. McKenna 58,844   4,287   1,024   64,155       43,189       —       1,138       44,327   Steven Oakland 2,060   —   2,495   4,555       4,861       —       2,634       7,495   Ulice Payne, Jr.     —       —       —       —   Lauren B. Peters 117,114   229,332   7,759   354,205       140,197       215,836       7,657       363,690   Cheryl Nido Turpin 48,650   2,208   43,149   94,007       43,066       —       43,993       87,059   Pawan Verma 20,490   —   —   20,490   Kimberly Underhill     —       —       —       —   Dona D. Young 37,169   2,208   56,276   95,653       40,401       —       58,806       99,207   All 21 directors and executive officers as a group, including the named executive officers 1,667,579   2,060,086   240,543   3,968,208 (d) All 21 directors and executive officers as a group,including the named executive officers     1,026,677       1,035,602       202,022       2,264,301 (d)   26 20162017 Proxy Statement  |  25 Beneficial Ownership of the Company’s Stock   Notes to Beneficial Ownership Table (a) This column includes shares held in the Company’s 401(k) Plan and, where applicable, executives’ unvested shares of restricted stock as listed below over which they have sole voting power but no investment power:     Unvested Shares Name of Restricted Stock (#) R. Johnson 78,520 L. Peters 20,000 38,812 R. McHughS. Jacobs 20,000 33,515 J. BerkL. Kimble — 15,677 P. VermaAlviti 20,490 25,677 (b) This column includes (i) the number of deferred stock unitsDSUs credited as of March 21, 201620, 2017 to the directors’ accounts of the directors who elected to defer all or part of their annual retainer fee, and (ii) time-vested RSUs. The deferred stock unitsDSUs and RSUs do not have current voting or investment power. (c) Includes 1,050 shares held by his spouse. (d) This number represents approximately 2.9%1.7% of the shares of Common Stock outstanding at the close of business on March 21, 2016.20, 2017.   Persons Owning More Than Five-Percent of the Company’s Common Stock The table below provides information on shareholders who beneficially own more than 5% of our Common Stock as of December 31, 20152016 according to reports filed with the SEC. To the best of our knowledge, there are no other shareholders who beneficially own more than 5% of a class of the Company’s voting securities.     Amount and Nature of   Percent of Name and Address of Beneficial Owner Beneficial Ownership (#)   Class The Vanguard Group, Inc. 12,728,444(a) 9.61%(a) 100 Vanguard Boulevard Malvern, Pennsylvania 19355   BlackRock, Inc. 10,659,943(a)9,314,414(b)   7.8%(a) 7.0%(b) 55 East 52nd Street       New York, New York 10055       The Vanguard Group, Inc. 10,538,271(b) 7.67%(b) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 FMR LLC 7,391,515(c)7,218,272(c)   5.384%5.453%(c) 245 Summer Street       Boston, Massachusetts 02210         26  |20162017 Proxy Statement 27 Beneficial Ownership of the Company’s Stock   Notes to Table on Persons Owning More than Five-Percent of the Company’s Common Stock (a) Reflects shares beneficially owned as of December 31, 20152016 according to Amendment No. 6 to Schedule 13G filed with the SEC. As reported in this schedule, BlackRock, Inc., a parent holding company, holds sole voting power with respect to 9,709,431 shares and sole dispositive power with respect to 10,659,943 shares. (b) Reflects shares beneficially owned as of December 31, 2015 according to Amendment No. 45 to Schedule 13G filed with the SEC. As reported in this schedule, The Vanguard Group, an investment adviser, holds sole voting power with respect to 134,406209,068 shares, sole dispositive power with respect to 10,391,56512,485,805 shares, and shared dispositive power with respect to 146,706242,639 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 92,606172,989 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 95,900105,729 shares as a result of its serving as investment manager of Australian investment offerings. (b) Reflects shares beneficially owned as of December 31, 2016 according to Amendment No. 7 to Schedule 13G filed with the SEC. As reported in this schedule, BlackRock, Inc., a parent holding company, holds sole voting power with respect to 7,789,861 shares and sole dispositive power with respect to 9,314,414 shares. (c) Reflects shares beneficially owned as of December 31, 20152016 according to Amendment No. 1 to Schedule 13G filed with the SEC. Each of FIAM LLC, (formerly known as Pyramis Global Advisors, LLC), Fidelity Institutional Asset Management Trust Company, (formerly known as Pyramis Global AdvisorsFidelity Management Trust Company),Company, FMR Co., Inc, and Strategic Advisers, Inc. beneficially owns shares, with FMR Co., Inc. beneficially owning 5% or more of the shares outstanding.shares. Abigail P. Johnson is a Director, the Vice Chairman, and the Chief Executive Officer and the President of FMR LLC. Neither FMR LLC nor Ms. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly ownedwholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.   Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires that our directors, executive officers, and persons who own more than 10% of the Company’s Common Stock file reports of ownership and changes in ownership of Foot Locker’s Common Stock with the SEC. Based solely on our review of copies of such forms furnished to the Company and written representations that no other reports were required during the 20152016 fiscal year, we believe that during the 20152016 fiscal year, the persons subject to Section 16(a) reporting complied with all applicable SEC filing requirements, except that one Form 4 to report an open market sale of 2,987 shares by Peter D. Brown, a retired officer, from his 401(k) Plan account and one Form 4 to report a sale of 11,953 shares by Robert W. McHugh under a Rule 10b5-1 trading plan were inadvertently filed late due to administrative errors.requirements.   28 20162017 Proxy Statement|  27 Executive Compensation   Compensation and Risk The Company has completed a risk-related review and assessment of our compensation program and considered whether our executive compensation is reasonably likely to result in a material adverse effect on the Company. As part of this review, the independent compensation consultant to the Compensation Committee reviewed risk in relation to the Company’s compensation policies and practices with the Company’s human resources executives directly involved in compensation matters. The consultant reviewed the compensation policies and practices in effect for corporate and division employees through the manager level, store managers, and store associates, and reviewed the features we have built into the compensation programs to discourage excessive risk taking by employees, including a balance between different elements of compensation, differing time periods for different elements, consistent Company-wide programs, plan performance targets based on the corporate budgeting process, and stock ownership guidelines for senior management.   Compensation Discussion and Analysis This CD&A focuses on how our named executive officers were compensated for 2015in 2016, and how their 20152016 compensation aligns with our pay for performancepay-for-performance philosophy. We also discuss actions taken in 2015, as well as certain changes to the program effective beginning in 2016, that relate to an understanding of the executives’ compensation. Our CD&A is divided into the following fivefour sections:Executive Summary,,Our Compensation Program Design and Structure,,Compensation Program Changes for 2016,Procedures for Determining Compensation,, andAdditional Information.   As part of an internal reorganization in 2016, we made a number of strategic changes designed to strengthen the Company’s position in the global marketplace, align with our vendor partners, and achieve our long-term goals across two macro geographies: North America and International. We have sixappointed Stephen D. Jacobs to lead North America and Lewis P. Kimble to lead International, and they were designated as executive officers of the Company as a result of this reorganization. Our five named executive officers included in this CD&A and the related compensation tables. Our named executive officers include Ken C. Hicks, our retired Executive Chairman, who retired from the Company in May 2015.tables are listed below.   Richard A. Johnson Chairman of the Board, President and Chief Executive Officer Lauren B. Peters Executive Vice President and Chief Financial Officer Robert W. McHughStephen D. Jacobs Executive Vice President—Operations SupportPresident and Chief Executive Officer—North America Jeffrey L. BerkLewis P. Kimble SeniorExecutive Vice President—Real EstatePresident and Chief Executive Officer—International Pawan VermaPaulette R. Alviti Senior Vice President and Chief InformationHuman Resources Officer Ken C. Hicks Retired Executive Chairman   Executive Summary OurExecutive Summary We design our executive compensation program is designed to attract, motivate, and retain talented executives in order to achieve the Company’s short- and long-term strategic priorities and deliver value to our shareholders. To accomplishWe do this we have a compensation program for our executives that tiesby tying pay closely to our business strategy and Company performance. The more senior an executive’s position, the greater the portion of his or her compensation that is tied to Company performance. The Compensation Committee, which is comprised of fivesix independent directors, oversees the executive compensation program.   28  |2017 Proxy Statement     29 Executive Compensation CEO Average of Other Named Executive Officers’ 2016 Total Direct Compensation* 2016 Total Direct Compensation* Performance-Based Compensation=85% Performance-Based Compensation=68% * Total Direct Compensation includes salary, Annual Bonus, and long-term incentives (“LTI”) (consisting of LTIP, stock options, and, where applicable, RSU awards). Our Key Compensation Governance Policies What We Do What We Do Not Do   Closely align executive pay with performance   Set rigorous, objective performance goals   Maintain a clawback policy   Impose and monitor meaningful stock ownership guidelines   Require a one-year time-based vesting period for earned long-term incentive plan payouts following attainment of performance goals   Include double-trigger change in control provisions in employment agreements and equity awards   Mitigate undue risk in compensation programs   Provide reasonable perquisites   Retain independent compensation consultant to advise the Compensation Committee   Hold annual “Say-on-Pay” advisory vote   No tax gross-ups for perquisites or change in control payments No hedging of the Company’s shares No repricing of stock options without shareholder approval No stock options granted below fair market value No dividends or dividend equivalents on time-vested or unearned performance RSUs No excessive severance benefits 30 2017 Proxy Statement Executive Compensation   Our Key Compensation Governance Policies What We Do What We Do Not Do   Closely align executive pay with performance   Set rigorous, objective performance goals   Maintain a clawback policy   Impose and monitor meaningful stock ownership guidelines   Require a one-year time-based vesting period for earned LTIP payouts following attainment of performance goals   Include double-trigger change-in-control provisions in employment agreements and equity awards   Mitigate undue risk in compensation programs   Provide reasonable perquisites   Retain independent compensation consultant to advise the Compensation Committee   Hold annual “Say-on-Pay” advisory vote   No tax gross-ups for perquisites or change in control payments   No hedging of the Company’s shares   No repricing of stock options without shareholder approval   No dividends or dividend equivalents on time-vested or unearned performance RSUs   No stock options granted below fair market value 20152016 Performance Highlights Our 20152016 fiscal year was an outstandinga very strong year for Foot Locker. It wasThe power and relevance of our strategic initiatives, as well as our team’s outstanding execution of them, can be seen in the fifth consecutive year thatfinancial success we achieved in 2016, as shown in this brief list of highlights: Sales totaled $7.8 billion, the Company’s sales and profit results represented the highest levels ever achievedmost in our history as an athletic footwearcompany; Full-year comparable store sales gain of 4.3%, our seventh consecutive year of significant sales growth; Operating income reached $1 billion, the first time our Company has attained this milestone; Gross margin and apparel business. Our strong 2015 fiscal year results included:operating expense rates both improved, as did our rate of EBIT,* which reached a record 13%; Earned net income of $4.82 per share, on a non-GAAP* basis, a 12% increase over 2015; Invested $254 million in our business to drive future growth; and Total Shareholder Return (stock price appreciation plus reinvested dividends) was 3.2%, which positioned us at the 77th percentile versus our peer group. * A reconciliation to GAAP is provided on Pages 16 through 18 of our 2016 Annual Report on Form 10-K.   • Net income, on a non-GAAP* basis, of $606 million; • Earnings of $4.29 per share, on a non-GAAP* basis, a 20% increase over 2014 and the sixth consecutive year with a double-digit annual increase; • An end-of-year market capitalization of $9.3 billion, a 24% increase over year-end 2014; • Returning $558 million to our shareholders through dividend payments of $139 million and share repurchases of $419 million; and • Total Shareholder Return (stock price appreciation plus reinvested dividends) of 28.9% compared to (12.5)% for the S&P 400 Retailing Index. * A reconciliation to GAAP is provided on Pages 16 through 17 of our 2015 Annual Report on Form 10-K. Strategic Plan Results In 2015, the Company introduced a revisedWe have now completed two years under our 2015-20 long-term strategic framework, which is depicteddescribed below. This framework established priorities over the near-term, intermediate-term, and long-term to enhance our performance and setachieve even more challenging long-term financial objectives.objectives than under the prior long-term strategic plan, and we have made significant progress towards achieving these long-term objectives, as shown below.   Strategic Framework 2016Priorities • Drive performance in the Core Business with compelling customer engagement • Expand our leading position in the Kids’ business • Aggressively pursue European Expansion opportunities • Build our Apparel penetration and profitability • Build a more powerful Digital business with customer-focused channel connectivity • Deliver exceptional growth in our Women’s business • Build on our industry-leading team by embracing the power of our People 2017 Proxy Statement|  29 31 Executive Compensation   Strategic Framework Priorities •  Drive performance in theCore Businesswith compelling customer engagement •  Expand our leading position in theKids’business •  Aggressively pursueEuropean Expansionopportunities •  Build ourApparelpenetration and profitability •  Build a more powerfulDigitalbusiness with customer-focused channel connectivity •  Deliver exceptional growth in ourWomen’sbusiness •  Build on our industry-leading team by embracing the power of ourPeople Results In the first year of working towards our current long-term objectives under our new strategic plan, we already achieved one of the objectives, and made significant progress on the others, as shown in the chart below:Progress Made Towards Achieving Our Strategic Plan           2015-20       2015-20           Long-Term       Long-Term   Financial Metrics   2009   2014   2015   Objectives   2015   2016   Objectives   Sales (billions)   $4.9     $7.2     $7.4     $10     $7.4     $7.8     $10     Sales Per Gross Square Foot   $333     $490     $504     $600     $504     $515     $600     Adjusted Earnings Before Interest and Taxes (EBIT) Margin   2.8 %   11.4 %   12.8 %   12.5 %   12.8 %   13.0 %   12.5 %   Adjusted Net Income Margin   1.8 %   7.3 %   8.2 %   8.5 %   8.2 %   8.4 %   8.5 %   Return on Invested Capital (ROIC)   5.3 %   15.0 %   15.8 %   17 %   15.8 %   15.1 %   17 %     The chart above reflects non-GAAP results. There is a reconciliation to GAAP on Pages 16 through 1718 of our 20152016 Annual Report on Form 10-K.   Impact of Company Performance on Annual and Long-Term Incentive Pay Foot Locker strives to be a consistently high-performing company, with a history of setting very challenging performance goals. When we achieve our goals, incentive payouts are earned. As shown above, our 2016 performance was quite strong but, compared to the very high bar we set for ourselves, that strong performance fell short of our 2016 Annual Bonus Plan target performance goals. As a result, of our verybelow-target awards were earned for 2016 under the Annual Bonus Plan. For the 2015-16 performance period under the Long-Term Incentive Plan (“LTIP”), however, especially strong performance in 2015 above-target awards were earned under both of our performance-based programs—helped the Annual Bonus PlanCompany to exceed the applicable target performance goals and the long-term incentive plan (“LTIP”), as discussed further in this CD&A. named executive officers earned above-target LTIP awards. Please see Pages 3437 through 3740 and the Summary Compensation Table on Page 45Pages 48 through 49 for more details on these incentive programs and the named executive officers’ earned awards under the plans.   Compensation Program Changes for 2016 and Beyond The Compensation Committee reviewed the executive compensation program for 2016 and, following its review, made certain changes to the program, which we describe below. The purpose of these changes was to continue to incentivize strong performance and provide the executives with competitive total compensation opportunities appropriate to their positions, while further aligning their interests with our shareholders. Increased Equity Portion of LTIP Payout.Beginning with the 2016-17 performance period, the LTIP payout was changed to 75% RSUs and 25% cash to further align the compensation for our executives with the interests of our shareholders. For prior performance periods, the payout mix was 50% RSUs and 50% cash. Beginning with the 2017-18 performance period, the payout mix for our CEO will be 100% RSUs. Instituted an LTIP Performance Floor.The Compensation Committee approved a “performance floor” set at 85% of the target goal for LTIP awards. As a result, beginning with awards made for the 2016-17 performance period, no payouts will be earned if actual performance is below 85% of the pre-established target goal. In setting a performance floor, the Compensation Committee considered various factors, such as our long-term strategic plan and financial objectives, the consistent rigor of LTIP performance goals established by the Compensation Committee based on the financial plans approved by the Finance Committee and the Board, the market environment, and the overall objectives of our compensation program. Previously (including for the completed 2015-16 performance period), LTIP awards were subject to a “performance gate,” meaning that no amounts would be earned unless the Company’s average annual after-tax income for the performance period exceeded the Company’s after-tax income in the year prior to the beginning of the relevant performance period. The Committee made this change to set a consistent performance threshold for each performance period relative to the approved financial plans and ensure that our LTIP is market-competitive among peer companies with similar program designs. We believe this change supports the goals of our overall compensation program, which are to attract, motivate, and retain executives most critical to the long-term success of the Company. 32 30  |20162017 Proxy Statement Executive Compensation   2015Rebalanced Long-Term Incentive Awards to CEO.The Compensation Committee changed the mix of long-term incentives awarded to the CEO so that a majority of his long-term incentives is awarded in the form of performance-based LTIP. The remainder is delivered in annual stock option grants. After this rebalance, the target LTIP award represents approximately 80% of the total long-term incentives granted to the CEO, and the grant date value of his stock option awards equals approximately 20% of his total long-term incentives. 2016 Say-on-Pay Shareholder Vote At our 20152016 Annual Meeting, 96%91% of shareholders voting on the advisory vote on executive compensation supported the executive compensation program. The Compensation Committee considered the results of the 20152016 Say-on-Pay vote and our shareholders’ strong support of our executive compensation program in reviewing the executive compensation program for 2016.2017. In light of this, the Compensation Committee decided to retain the general program design, which ties executive pay closely with Company performance. In the future, the Compensation Committee will continue to consider the executive compensation program in light of changing circumstances and shareholder feedback. Our Say-on-Pay vote is currently held on an annual basis, consistent with the views expressed by a majority of our shareholders.shareholders last year.   20152016 Compensation Decisions The Compensation Committee made certain compensation decisions for our named executive officers in 2015,2016, including setting and approving incentive compensation performance goals, which are described below. We had certain leadership changes during 2015 that impacted our named executive officers: Ken C. Hicks retired as Executive Chairman in May 2015, and we hired Pawan Verma as our new Senior Vice President and Chief Information Officer in August 2015.   Base Salaries As part of its annual review of compensation, the Compensation Committee approved base salary increases for Mr. Johnson and Ms. Peters as ofeffective May 1, 20152016 for each of 5% and 7.1%, respectively,the named executive officers, as shown below, based on each executive’s performance and a position-oriented analysis of market salaries. Based onMr. Johnson’s salary increase reflected his expanded role as Chairman of the Board in addition to Chief Executive Officer and was made to ensure a competitive base salary rangesin this role. In 2016, Ms. Peters’ role as Chief Financial Officer was expanded to include responsibility for their positions, Mr. McHughSourcing and Logistics, and Mr. Berk did not receiveJacobs’ and Mr. Kimble’s roles expanded when they were promoted to head, respectively, the newly-established North America and International divisions. The Committee considered the increased scope of the roles for Ms. Peters, Mr. Jacobs, and Mr. Kimble in determining the level of salary increases. Due to Mr. Hicks’ planned retirementincrease for these executives in May 2015, he did not receive a salary increase.2016.   Mr. Verma joined the Company in August 2015, and his base salary was established at that time based upon the salary range for his position and his prior experience and compensation level. Named Executive Officer   2015 Base Salary   2016 Base Salary   Base Salary Increase (%) Richard A. Johnson   $1,050,000     $1,100,000     4.8 % Lauren B. Peters   $605,000     $675,000     11.6 % Stephen D. Jacobs   $780,000     $850,000     9.0 % Lewis P. Kimble   $555,000     $650,000     17.1 % Paulette R. Alviti   $475,000     $490,000     3.2 %   Annual Bonus Plan At the beginning of 2015,2016, the Compensation Committee established aannual bonus performance targettargets under the Annual Bonus PlanPlan. The targets with regard to Mr. Johnson, Ms. Peters, and Ms. Alviti were based on the Company achieving adjusted pre-tax income of $866.5$1,038.0 million, a 6.8%9.3% increase over 2014 non-GAAP2015 adjusted pre-tax income, in line with the Company’s financial plan and strategic objectives. Based on adjusted pre-tax income of $941.8$1,010.1 million, each of our named executive officersthese executives earned a bonus of 132.6%79.8% of their respective target awards under the Annual Bonus Plan for 2015.2016. 2017 Proxy Statement 33 Executive Compensation   Mr. Hicks’The annual bonus was prorated, reflecting his retirementtarget for Mr. Jacobs is based on a division profit target for the North America division, and for Mr. Kimble the annual bonus target is based on a division profit target for the International division. We established these divisions in May 2015. While2016, which include both store and non-store brand digital operations for these regions, in order to further “channel-agnostic” behavior and performance. The North America division comprises the stores and digital operations of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, SIX:02, Champs Sports, Footaction, and Foot Locker Canada. International comprises the stores and digital operations of Foot Locker Europe, Foot Locker Asia Pacific, Runners Point, and Sidestep. Based on the profit achieved by each of the divisions, Mr. Verma joinedJacobs earned a bonus of 82.4% and Mr. Kimble earned a bonus of 66.0% of their respective target awards for 2016. For competitive reasons, we do not disclose the profit targets for the North America or International divisions, as we do not publicly disclose results of these divisions on a separate basis, and we consider it competitively harmful to make that information public. Consistent with our objective of setting challenging goals for executives throughout the Company, we believe that the achievement of the profit goals for these divisions was demanding, as evidenced by the below-target awards earned by these executives despite the overall strong performance of the divisions in August 2015, under2016. The Compensation Committee increased the termsannual target awards for 2016 for certain executives, reflecting the increased scope of his employment, he received an annual bonustheir roles and to differentiate among the roles most critical to the continued success of the Company. Annual target awards are based on a percentage of base salary, and for 2016 the fullnamed executive officers’ target awards are shown below, along with changes, as applicable, to the 2015 plan year. target awards: Executive   2015 Annual Target Award   2016 Annual Target Award R. Johnson   125 %   150 % L. Peters, S. Jacobs, and L. Kimble   65 %   75 % P. Alviti   50 %   50 % Please see Pages 3437 through 3538 and the Summary Compensation Table on Page 45Pages 48 through 49 for more details on the Annual Bonus Plan and the named executive officers’ earned payouts.   Long-Term Incentive Program Our long-term incentive program includes (i) the performance-based LTIP delivered in cash under this plan and equity under the Stock Incentive Plan and (ii) long-term equity awards under the Stock Incentive Plan in the form of stock options, time-based restricted stock and RSUs. Performance-based LTIP awards and stock options are granted annually, while time-vested restricted stock and RSU awards are granted in special circumstances, such as for new hires, promotions, or retention purposes.   LTIP.At the beginning of 2014,2015, the Compensation Committee established performance targets for the 2014-152015-16 performance period under the LTIP. The targets that the Compensation Committee established were based on the Company achieving two-year average annual net income of $495.2$572.4 million (which accounts for 70% of the payout) and ROIC of 14.4%15.3% (which accounts for 30% of the payout). Based on actual results for the performance period, each of our named executive officers earned a 2016 Proxy Statement  |  31 Executive Compensation payout of 162.9%141.3% of his or her respective target award. The amounts earned for this two-year performance period will not be paid to participants until 2017,2018, following the completion of a one-year time-based vesting period. Mr. Verma received a prorated award under the LTIP for the 2014-15 performance period. Please see Pages 3538 through 3740 and the Summary Compensation Table on Page 45Pages 48 through 49 for more details on the LTIP and the named executive officers’ earned payouts.   In 2015,2016, the Compensation Committee established LTIP performance targets for the 2015-162016-17 performance period based on two-year average annual net income (70%) and ROIC (30%). Since this performance period is still on-going, the Committee will determine whether payouts have been earned following the end of the Company’s 20162017 fiscal year. If awards are earned for the 2015-162016-17 performance period, payment will be made to participating executives in 2018,2019, following the completion of a one-year time-based vesting period. 34 2017 Proxy Statement Executive Compensation   Stock Options.The Compensation Committee granted stock options to each of the named executive officers other than Mr. Hicks and Mr. Verma, as part of its normal annual compensation review in 2015.2016. In deciding to grant the stock options and determining the numbervalue of shares,the awards, the Compensation Committee considered each executive’s position and the competitive market for equivalent talent. For Mr. Johnson, the approximate grant date value of his stock option award equalled 200% of base salary. For other executives, the Committee awarded a standardized grant to executives at similar levels. These awards are shown in the chart below. All of the stock options have a three-year vesting schedule, with one-third of each option grant vesting on the first, second, and third anniversary of the grant date, subject to continuous service through each vesting date. The values shown for the stock option grants are based on a Black-Scholes value of $16.01$15.78 on the date of grant.         Stock Options     Stock Options   Black-Scholes Value   Named Executive Officer   (#)   ($)     Stock Options (#)   Stock Options Black-Scholes Value ($) R. Johnson   207,900     3,328,479       139,380     2,200,016   L. Peters   32,000   512,320     28,510     450,010   R. McHugh   32,000   512,320   J. Berk   16,000   256,160   S. Jacobs   28,510     450,010   L. Kimble   28,510     450,010   P. Alviti   14,255     225,005     Time-Vested Restricted Stock andSpecial Retention RSU Awards.The Compensation Committee granted special RSU awards in 2016 for retention and succession planning objectives to each of the named executive officers, other than Mr. Johnson. In deciding to grant these awards and determining the value of the awards, the Compensation Committee considered each executive’s position, including those with expanded scope and responsibilities, and the competitive market for equivalent talent. These awards are shown in the chart below. Other than for Mr. Kimble, all of the special awards will vest 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant, subject to continuous service through the vesting dates. Mr. Kimble’s special award will cliff vest on the third anniversary of the date of grant, which aligns with the time period of his current international assignment, and is subject to his continuous service through the vesting date. The values shown for the RSU awards are based on the closing stock price of $63.79 on the date of grant. Other than with regard to Mr. Verma, as described below,these special awards, no awards of time-vested restricted stock or RSUs were granted to the named executive officers in 2015.2016.   Named Executive Officer   RSUs (#)   Grant Date Fair Value ($) L. Peters   18,812     1,200,017   S. Jacobs   23,515     1,500,022   L. Kimble   15,677     1,000,036   P. Alviti   15,677     1,000,036   New Chief Information Officer We hired Pawan Verma as Senior Vice President and Chief Information Officer, replacing the former Senior Vice President and Chief Information Officer who retired during 2015. Mr. Verma was recruited from outside the Company and, in connection with his employment,Special Performance-Based RSU Award.In 2014, the Compensation Committee approved a compensation package that reflectsspecial performance-based RSU (“PBRSU”) award for Mr. Jacobs based on total Company EBIT for 2014-16, with the competitionEBIT targets for talent in information technology, security, and strategy, particularly in retail companies. When Mr. Verma joined us in August 2015,each fiscal year within this performance period set at the Compensation Committee set his annual base salary at $450,000. As additional sign-on compensation to compensate him for what he forfeited when he terminated his employment with his prior employer, Mr. Verma (1) received a cash sign-on bonusbeginning of $300,000 when he commenced employment, (2) was granted equity awards in the form of stock options and restricted stock having a value on the date of grant of $225,105 and $1.5 million, respectively, and (3) was eligible to receive an annual bonus at target of 50% of base salary for the full 2015each fiscal year. The sign-on stock option and restricted stock awards each haveCompensation Committee granted this special award to incentivize Mr. Jacobs, as a three-year vesting schedule, with one-third of eachdivision executive, to focus on achieving total Company performance, as well as division performance. Under this special award, vesting on the first, second, and third anniversaryif 90%-120% of the grant date, subject to continuous service throughEBIT target for the three-year period was achieved, Mr. Jacobs would earn 10,000 RSUs; and if greater than 120% of the three-year target was achieved, Mr. Jacobs would earn 12,000 RSUs. Based on achieving 104.3% of the target for the three-year period, Mr. Jacobs earned 10,000 RSUs, which fully vested on March 31, 2017. The targets and actual performance for each vesting date.of the years in the performance period are shown in the table below.         Stock Options   Restricted   Restricted       Stock Options   Black-Scholes Value   Stock   Stock Value   Named Executive Officer   (#)   ($)   (#)   ($)   P. Verma   11,346   225,105   20,490   1,500,073     32  |20162017 Proxy Statement   35 Executive Compensation   Our Compensation Program Design and StructureTotal Company EBIT Target Actual 2014 $744.7 million $813.1 million 2015 $871.1 million $945.7 million 2016 $1,042.0 million $1,012.1 million Performance Result 104.3% of Target Our Compensation Program Design and Structure   Pay Components and Mix The key concepts underlying ourOur compensation program objectives are alignmentto pay for performance by establishing challenging objectives that support the attainment of Foot Locker’s long-term strategic plan, to align the interests of our executives with our business strategy, alignment with shareholders interests, strong relationshipthrough the use of equity vehicles, and to Company performance,provide a balance of incentives that reward the attainment of both short- and balance among compensation elements.long-term goals. Consistent with these key compensation concepts,objectives, a significant portion of compensation for our executives is performance-based.performance-based using a combination of annual bonus and long-term incentives. For 2015,2016, 85% of the total direct compensation delivered to our CEO was performance based and, other named executive officers, 87% of the CEO’s compensation and 73% on average, 68% of the other named executive officers’ compensation (excluding the retired Executive Chairman) werewas performance based. The variability in performance-based compensation directly ties the executives’ pay to our performance, including our financial results, strategic priorities, and stock price performance. The payment of a base salary provides a balance between fixed, cash compensation and compensation at risk through Company performance.   CEO 2016 Total Direct Compensation* Average of Other Named Executive Officers’ 2015 2016 Total Direct Compensation* 2015 Total Direct Compensation*     Performance-Based Compensation=85% Performance-Based Compensation=66%68%     (Excludes Retired Executive Chairman)     * Total Direct Compensation includes salary, Annual Bonus, and long-term incentives (“LTI”) (consisting of LTIP, stock options, and, where applicable, restricted stock)RSU awards).   Benchmarking Approach We have established benchmarks for compensation, including cash and equity, for each named executive officer. These benchmarks are reviewed annually and are based upon compensation for comparable positions in a peer group consisting of publicly-traded global retail companies with revenues of approximately one-third to two and one-half times the Company’s revenue. We also use the peer group data to assess the competitiveness of total direct compensation awarded to our senior executives and as a data point in designing compensation plans, benefits, and perquisites.   36 2017 Proxy Statement Executive Compensation The Compensation Committee has determined that the following companies comprising our peer group reflectcomprise the appropriate peer group for executive compensation purposes based upon the nature of their businesses, their revenues, and the pool from which they recruit their executives. The companies included in our peer group for 20152016 compensation decisions were:   Abercrombie & Fitch Co. Caleres,Dick’s Sporting Goods Inc. Genesco Inc. American Eagle Outfitters, Inc. Dick’s Sporting GoodsDSW Inc. L Brands, Inc. Ann Inc.* DSW Inc. Petsmart, Inc.* Ascena Retail Group, Inc. The Finish Line Inc. RadioShack Corp.*Ross Stores, Inc. Autozone, Inc. GameStop Corp. Ross Stores, Inc.Signet Jewelers Limited Bed, Bath & Beyond Inc. The Gap Inc. Williams-Sonoma, Inc. Caleres, Inc.   * Removed from peer group in 2015. 2016 Proxy Statement  |  33 Executive Compensation In May 2015, we made several changes to the peer group. We added one company, specialty retailer Signet Jewelers Limited. We removed Ann Inc. and Petsmart, Inc. since they were no longer publicly-traded companies, and RadioShack Corp. due to its market value and business situation in 2015. TheOne goal of the Compensation Committee is to provide competitive total compensation opportunities for the named executive officers that vary with Company performance. The Compensation Committee uses the peer group benchmark information as a reference point in evaluating executive compensation, assessing the competitiveness of total direct compensation awarded to our senior executives, and designing compensation plans, benefits, and perquisites, butperquisites; it does not, however, attempt to match the compensation of each executive position in the Company precisely with that of an equivalent position in the peer group. In general, the Compensation Committee attemptslooks to position an executive’s total compensation between the median and 75th percentile of comparable positions at peer companies, consistent with the Company’s revenue in relation to the peer companies. The Compensation Committee also considers other factors, including performance, responsibility, experience, tenure, and market positioning, when determining compensation.   Components of Our Executive Compensation Program TheAnother goal of the Compensation Committee is to align the compensation program with our business strategy and our shareholders’ interests. In order to achieve these objectives, our executive compensation program includes a mix of annual and long-term compensation, as well as a mix of cash and equity compensation. The components of our executive compensation program are: base salary, Annual Bonus, Long-Term Incentive Program, retirement and other benefits, and perquisites. • Base Salary • Annual Bonus • Long-Term Incentive Program • Retirement and Other Benefits • Perquisites   Base Salary Base salaries represent the fixed portion of total direct compensation for our executives. We pay base salaries to provide our named executive officers with market-competitive fixed compensation that is appropriate to their position, experience, and responsibilities. Base salaries aid in attracting and retaining talented executives. The Compensation Committee annually reviews the named executive officers’ salaries. Annual salary increases are not automatic. Salary adjustments are made after consideration of pay for similar positions among our peer group, internal pay equity, and scope of responsibilities for each position. Base salaries of named executive officers rarely change materially from year-to-year unless there has been a promotion, other change in responsibility, or other special factors apply.   Performance-Based Annual Cash Bonus We pay performance-based annual cash bonuses to our named executive officers under the Annual Bonus Plan in order to incentivize them to work toward the Company’s achievement of annual performance goals established by the Compensation Committee. Payments are calculated as a percentage of actual base salary earned by the executive during the year. 34  |2016 Proxy Statement Executive Compensation   Our Annual Bonus Plan is formula driven, with targets established by the Compensation Committee based upon the business plan and budget reviewed and approved each year by our Finance Committee and the Board. Our Annual Bonus Plan allows the Compensation Committee, in establishing performance targets under the plan, to choose one or more performance measures from a list of factors that have been approved by shareholders. The Compensation Committee established a corporate performance target under the Annual Bonus Plan for the named executive officersMr. Johnson, Ms. Peters, and Ms. Alviti for 20152016 based upon 2017 Proxy Statement 37 Executive Compensation the Company’s achievement of a prescribed level of pre-tax income. All bonusincome, and established performance targets and calculations are based on the results of continuing operations.division profit for Mr. Jacobs and Mr. Kimble. The Annual Bonus Plan for the named executive officers makes bonus payments based upon the Company’s or relevant division’s results, without individual performance adjustments. Executives who do not receive a “meets expectations”“not meeting performance” rating or higher in their annual performance review are ineligible to receive an annual bonus payment. All bonus targets and calculations are based on the results of continuing operations.   The Company achieved adjusted pre-tax income of $941.8$1,010.1 million in 2015,2016, a 16.2%7.3% increase over 2014,2015. While this performance was quite strong, we had established even more challenging performance goals under the Annual Bonus Plan, which resulted in above-targetwe did not achieve. As a result, below-target annual cash bonuses beingwere earned by eachMr. Johnson, Ms. Peters, and Ms. Alviti. Similarly, based on the division profit results for the North America and International divisions relative to their performance targets, Mr. Jacobs and Mr. Kimble earned below-target annual cash bonuses. Consistent with our objective of setting challenging goals for executives throughout the Company, we believe that the achievement of the named executive officers.division profit goals for these divisions was demanding, as evidenced by the below-target awards earned by these executives despite strong performance of the divisions in 2016. The corporate performance targets under the Annual Bonus Plan, targets, the actual amount of adjusted pre-tax profitresults achieved for 2015,2016, and the corresponding payout percentages wereare shown below. As previously stated, for competitive reasons, we do not disclose the division profit for the North America or International divisions, as follows:we do not publicly disclose results of these divisions on a separate basis, and we consider it competitively harmful to make that information public.     Threshold   Target   Maximum   Actual   Pre-tax profit   $779.9 million   $866.5 million   $1,039.9 million   $941.8 million   Total Company   Threshold   Target   Maximum   Actual Adjusted Pre-tax profit   $934.2 million   $1,038.0 million   $1,245.5 million   $1,010.1 million Payout as Percentage of Target Award   25%   100%   175%   132.6%     25%   100%   175%   79.8%   Bonus payouts are calculated on the basis of straight-line interpolation between the threshold, target, and maximum points. If the Company does not achieve threshold performance, then no annual bonus is paid. Target payments under the Annual Bonus Plan for the named executive officers, and actual payments for 20152016 based upon the Company’s and applicable divisions’ performance, are shown in the chart below. The amount shown for Mr. Hicks is prorated, reflecting his retirement in 2015. Under the terms of Mr. Verma’s employment agreement, he received an annual bonus based on the full year 2015. The Company paid Mr. Verma a prorated bonus under the Annual Bonus Plan, reflecting his plan participation beginning in August 2015 when he commenced employment, and paid him the difference between the prorated bonus amount and the annual bonus that he would have received under the plan if he had participated in the plan for the entire year ($155,095) outside of the Annual Bonus Plan. The actual 2015 payout amount shown in the table for Mr. Verma reflects the prorated payment under the Annual Bonus Plan.       Target as a   Actual 2015             Percentage of   Payout   Actual 2015       Base Salary   Percentage   Payout ($)   R. Johnson   125 %   165.75%   1,719,656     L. Peters   65 %   86.19%   512,831     R. McHugh   65 %   86.19%   580,059     J. Berk   50 %   66.30%   323,891     P. Verma   50 %   66.30%   143,255     K. Hicks   125 %   165.75%   481,135         Target as a Percentage of Base Salary   Actual 2016 Payout Percentage   Actual 2016 Payout ($) R. Johnson   150 %   79.8 %   1,301,738   L. Peters   75 %   79.8 %   393,514   S. Jacobs   75 %   82.4 %   521,867   L. Kimble   75 %   66.0 %   318,018   P. Alviti   50 %   79.8 %   194,014     Long-Term Incentive Program Our long-term incentive program consists of the (i) performance-based LTIP delivered in cash under this planthe LTIP Plan and equity under the Stock Incentive Plan, and (ii) long-term equity awards under the Stock Incentive Plan, in the form of stock options, restricted stock or time-vested RSUs. We provide long-term incentives and make these awards to our named executive officers in order to incentivize them to work toward the Company’s achievement of performance goals established by the Compensation Committee for each performance period. We provide equity-based long-term incentives to our named executive officers in order to provide alignment with shareholder value creation and enhance the retentive value of our compensation program. The long-term incentive program is the responsibility of the Compensation Committee, which is composed entirely of independent directors.   38 20162017 Proxy Statement|  35 Executive Compensation   LTIP The LTIP is designed to reward executives for achieving multi-year performance targets. Our LTIP is formula-driven, with targets established by the Compensation Committee based upon financial targets included in the business plan reviewed and approved each year by our Finance Committee and Board. The LTIP pays out based upon the Company’s results, without individual performance adjustments. Key design features of the LTIP are:   Mix of Cash and RSUs.Awards areFor the completed 2015-16 performance period, the LTIP awards were denominated 50% in cash payable under the LTIP and 50% in RSUs payable under the Stock Incentive Plan. Beginning with the 2016-17 performance period, awards are denominated 25% in cash and 75% in RSUs. The same performance target is established for both the cash and RSU portions of the award. Beginning with the 2016-17 performance period, the payout mix for these awards will be shifted to 75% RSUs and 25% cash.   Two-Year Performance Period and Additional One-Year Vesting Period.The performance period is two years; however, while award payouts are calculated following the end of the two-year performance period, payments require continued employment and are subject to forfeiture, as well as stock price fluctuations, for another year—that is, payments are not made until the end of a three-year period.   Net Income and ROIC Targets.The performance targets are based on net income (70%) and ROIC (30%) that are contained in the business and financial plan adopted by the Finance Committee and the Board for the performance period.   Target Awards are a Percentage of Base Salary.The target awards are expressed as a percentage of initial base salary—that is, the base salary paid to the executive following any salary adjustments that take place on May 1 of the first year of the performance period, adjusted only for promotion-related salary increases. Mr. Johnson has a 250% target award for 2016 and 175% bonus target as Chief Executive Officer; prior to his promotion to Chief Executive Officer during the 2014-15 performance period, Mr. Johnson’s target payout was 100% of his initial base salary.for 2015. The target award for the other named executive officers excluding Mr. Hicks, is established by position level of position and is 75% of initial base salary. When Mr. Hicks retired as Chief Executive Officer in December 2014, his bonus target was continued at 175% in his position as Executive Chairman through May 2015.   The Compensation Committee established the net income and ROIC targets in 2014at the beginning of 2015 for the 2014-152015-16 performance period. The Company achieved average annual net income of $562.6$632.3 million and ROIC of 15.6%15.7% for this performance period, which resulted in above-target LTIP awards being earned by the named executive officers. The LTIP awards arefor this performance period were denominated 50% in cash and 50% in RSUs and will be paid out in 2017,2018, following a one-year time-based vesting period. The targets, along with the adjusted actual performance for the period, and the calculation of ROIC are shown in the charts below:     Threshold   Target   Maximum   Actual     Threshold   Target   Maximum   Actual Average Annual Net Income (weighted 70%)   $431.2 million   $495.2 million   $594.3 million   $562.6 million     $519.9 million   $572.4 million   $686.9 million   $632.3 million Two-Year Average ROIC (weighted 30%)   12.9%   14.4%   16.7%   15.6%     14.1%   15.3%   17.8%   15.7% Payout as Percentage of Target Award   25%   100%   200%   162.9%     25%   100%   200%   141.3%   For the 2014-152015-16 performance period, LTIP payouts were subject to a “performance gate,” which provided that no amounts would be paid out under the plan unless the Company’s average annual after-tax income for the performance period exceeded the Company’s after-tax income in the year prior to the commencement of the performance period. Once this performance level is achieved, LTIP payouts are calculated on the basis of straight-line interpolation between the threshold, target, and maximum points. If the Company doesdid not achieve threshold performance, then no LTIP iswould have been paid.   36  |20162017 Proxy Statement 39 Executive Compensation   ROIC Calculation for LTIP.Return on Invested Capital, or ROIC, is a non-GAAP financial measure. For purposes of calculating this long-term incentive, we define ROIC as follows:   ROIC =  Operating Profit After Taxes   Average Invested Capital Operating Profit after Taxes (Numerator) =   Average Invested Capital (Denominator)= Pre-tax income   Average total assets +/–  interest expense/income   – average cash, cash equivalents, and short-term investments +  implied interest portion of operating lease payments   – average year-end inventory +/–  Unusual/non-recurring items   – non-interest-bearing current liabilities + LTIP award expense   + 13-month average inventory = Earnings before LTIP award expense, interest and taxes   + average estimated asset base of capitalized operating leases – Estimated income tax expense     = Operating Profit After Taxes   = Average Invested Capital   Certain items used in the calculation of ROIC for bonus purposes, such as the implied interest portion of operating lease payments, certain unusual or non-recurring items, average estimated asset base of capitalized operating leases, and 13-month average inventory, while calculated from our financial records, cannot be calculated from our audited financial statements. Prior to the Compensation Committee determining whether bonus targets have been achieved, the Company’s independent registered public accounting firm, at the request and for the restricted use of the Compensation Committee, reviews the bonus calculations.calculations to ensure that the payout is calculated in accordance with the plan. There is a calculation of basic ROIC, which is not precisely the same as the calculation used for incentive compensation purposes because of the exclusion of certain items (please see Page 4446 for a discussion of disregarded items, and a reconciliation to GAAP, on Pages 16 through 1718 of our 20152016 Annual Report on Form 10-K).   For the 2014-152015-16 performance period, LTIP awards were denominated 50% in cash and 50% in RSUs. There is an additional one-year vesting period, so that the payouts earned for the 2014-152015-16 performance period will not be made to executives until 2017.2018. The RSUs allocated to each executive were valued at the closing price on the date of grant in March 2014.2015. The target payment level, actual percentage payout, and cash and RSUs earned, based on the Company’s actual performance measured against the performance goals, are shown in the chart below. The information shown for Mr. Johnson reflects both his initial target LTIP award opportunity (100%) and his increased target LTIP award opportunity (175%) as Chief Executive Officer, prorated based on the period of time he served in each position. The earned payouts to Mr. Verma and Mr. Hicks for 2014-15 were calculated on a pro rata basis due to their service for a portion of the performance period.       Target as a   Actual as a           Percentage of   Percentage of           Initial Base Salary   Initial Base Salary   Cash Earned ($)   RSUs Earned (#)   R. Johnson   100 %   162.9 %   312,542     6,934         175 %   285.1 %   834,080     14,802     L. Peters   75 %   122.2 %   345,145     7,657     R. McHugh   75 %   122.2 %   411,119     9,120     J. Berk   75 %   122.2 %   298,427     6,620     P. Verma   75 %   122.2 %   65,703     898     K. Hicks   175 %   285.1 %   1,018,713     22,598     2016 Proxy Statement  |  37 Executive Compensation     Target as a Percentage of Initial Base Salary   Actual as a Percentage of Initial Base Salary   Cash Earned ($)   RSUs Earned (#) R. Johnson   175 %   141.3 %   1,298,194     20,902   L. Peters   75 %   141.3 %   320,574     5,162   S. Jacobs   75 %   141.3 %   430,371     6,910   L. Kimble   75 %   141.3 %   317,244     5,093   P. Alviti   75 %   141.3 %   251,691     4,053     Long-Term Equity Awards Equity awards are generally designed to reward executives for increasing our return to our shareholders through increases in our stock price and are made under the Stock Incentive Plan, which has been approved by our shareholders. Equity awards may, in addition, serve to help retain key executives.   40 2017 Proxy Statement Executive Compensation Stock Options We grant stock options to our named executive officers to align their interests more closely with those of our shareholders. The Compensation Committee awards stock options with exercise prices equal to the fair market value of our stock on the date of grant. Therefore, executives who receive stock options will only realize value if there is appreciation in the share price.   Stock option grants of the same value are normally made each year to executives holding comparable positions, with larger awards being made to those with greater responsibility. The Compensation Committee determines the number of options granted based on a fixed value, basis, using the Black-Scholes values. Undervalues on the Stock Incentive Plan, fair market valuedate of grant. The option exercise price is defined asequal to the closing price of the Company’s common stock on the grant date. OptionsStock options normally vest at the rate of one-third of the total grant per year over the first three years of the ten-year option term, subject to continuous service through each vesting date and accelerated vesting in certain limited circumstances. The Compensation Committee does not normally consider an executive’s gains from prior stock awards in making new awards. In 2015, when determining the number of stock options to grant on the annual grant date, the Compensation Committee considered an assumed Black-Scholes value based on the closing price of a share of the Company’s Common Stock in the 20 trading-day period ending 10 days prior to the date the Committee met to authorize these awards. The option exercise price, as well as the actual Black-Scholes value of the awards, is based upon the closing price of a share of the Company’s Common Stock on the grant date. In 2016, the Compensation Committee used the closing stock price on the annual grant date to determine the Black-Scholes value to simplify the methodology and to better align the accounting value of stock options with the reported value.   Restricted Stock and Restricted Stock Units We normally make restricted stock or time-vested RSU awards only in special circumstances, such as related to promotions, recruitment, special performance, or retention, rather than as part of an executive’s normal compensation. Restricted stock and RSUs are valued based upon the share price at the time of grant.   Retirement and Other Benefits   Retirement Plan and Excess Cash Balance Plan All U.S.-based associates and expatriate U.S. employees of the Company who meet the eligibility requirements are participants in the Foot Locker Retirement Plan (the “Retirement Plan”). The Retirement Plan and the method of calculating benefits payable under it are described on Pages 6063 through 61.64. All of the named executive officers other than Mr. Verma, who has not yet met the service requirement for eligibility, and Mr. Hicks, who has retired, are participants in the Retirement Plan. The Internal Revenue Code limits the amount of compensation that may be taken into consideration in determining an individual’s retirement benefits. Therefore, those participants in the Retirement Plan whose compensation exceeds the Internal Revenue Code limit are also participants in the Excess Cash Balance Plan, described on Page 61,64, which provides a benefit equal to the difference between the amount a participant receives from the Retirement Plan and the amount the participant would have received were it not for the Internal Revenue Code limits. The Retirement Plan and Excess Cash Balance Plan take into account only base salary and annual bonus in determining pension benefits. Therefore, long-term incentives, stock options, and stock awards have no effect on the calculation of benefits or payments under these plans.   401(k) Plan The Company has a 401(k) Plan that is available to employees whose primary place of employment is in the United States.States, as well as to expatriate U.S. employees. The 401(k) Plan limits participation to employees who have attained at least the age of twenty-one and have completed one year of service consisting of at least 1,000 hours. All of the named executive officers other than Mr. Verma, who has not yet met the service requirement for eligibility, Mr. Hicks, who has retired, and Mr. Berk, participate in the 401(k) Plan.As of January 1, 2016, thePlan, other than Mr. Kimble. The 401(k) Plan allows eligible employees to contribute up to 40% of their compensation on a pre-tax basis, subject to a maximum of $18,000. The Company matches 25% of employees’ pre-tax contributions on up to the first 4% of the employees’ compensation (subject to certain limitations). The Summary Compensation Table on Page 45Pages 48 through 49 includes, under All 38  |2016 Proxy Statement Executive Compensation Other Compensation, the amount of the Company match for each of the named executive officers. Beginning with the 2015 plan year, the matching contribution is made in cash. Prior to this, it was made within Company Stock. The matchingstock. Matching contributions are vested incrementally over the first 5five years of participation.   Supplemental Executive Retirement Plan The Company maintains a Supplemental Executive Retirement Plan (the “SERP”), described on Page 61,64, for certain senior officers of the Company and other key employees, including the named executive officers. Mr. Hicks participated in the SERP prior to his retirement. The SERP is an unfunded plan that sets an annual target incentive award for each participant consisting of a percentage of base salary and annual bonus based on the 2017 Proxy Statement 41 Executive Compensation Company’s performance against target. This is the same target as set under the Annual Bonus Plan. Contributions range from 4% to 12% of salary and annual bonus, depending on the Company’s performance against an established target, with an 8% contribution being made for target performance. The Compensation Committee establishes the SERP target each year, and it is normally the same as the performance target under the Annual Bonus Plan. In addition, performance-based participant accounts accrue interest at the rate of 6% annually. The SERP also provides for the continuation of medical and dental insurance benefits following retirement to vested participants who were participants in the SERP prior to the start of the 2014 fiscal year when this benefit was closed to new participants.   Based upon the Company’s performance in 2015,2016, a credit of 9.7%6.9% of 20152016 base salary and annual bonus was made to the SERP for each of the named executive officers. Credits to the SERP are based only on base salary and annual bonus; therefore, long-term incentives, stock options, and stock awards have no effect on the calculation of benefits or payments under this plan. As of the end of 2015,2016, the account balances of the named executive officers ranged from approximately $34,855$256,730 for Mr. VermaMs. Alviti to $1,680,213$1,945,883 for Mr. Johnson. Under the terms of the SERP, executives are vested in their account balances based upon a combination of age and service. As of the end of 2015,2016, all of the named executive officers, other than Mr. Verma,Ms. Alviti who has not yet met the age and service requirements, were vested in the SERP. Upon his retirement in May 2015, International Assignment Compensation We provide expatriate employees, such as Mr. Hicks became eligibleKimble, with additional benefits and allowances that are designed to receive payment under the SERP accordingminimize any financial detriment or gain to the terms ofemployee from the plan.international assignment. For Mr. Kimble, who was the only named executive officer who was an expatriate employee in 2016, we provide benefits and allowances for certain home leave, goods and services differential, dependent education, housing, relocation, automobile costs, and tax preparation assistance.   Perquisites We provide the named executive officers with certain perquisites, which the Compensation Committee believes to be reasonable and consistent with its overall objective of attracting and retaining talented executives. The Company provides the named executive officers with an automobile allowance, financial planning, medical expense allowance, annual physical, supplemental long-term disability insurance, and life insurance. In addition, the Company reimburses Mr. Johnson and reimbursed Mr. Hicks prior to his retirement, for reasonable expenses of using car service for transportation in the New York metropolitan area. We do not provide a gross-up to executives for the income tax liability they incur due to their receipt of these perquisites. Under our relocation policy applicable to all executives, we provide a gross-up to executives for moving and other relocation expenses that we reimburse, and under that policy we provided a gross-up to Mr. Verma related to the relocation of his principal residence to the New York metropolitan area in 2015. Compensation Program Changes for 2016 The Compensation Committee has reviewed the executive compensation program for 2016 and, following its review, made certain changes to the LTIP design, which we describe below. The purpose of these changes is to continue to incentivize strong performance and provide the executives with competitive total compensation opportunities appropriate to their positions, while further aligning their interests with our shareholders.   2016 Proxy Statement  |  39 Executive Compensation Increased Equity Portion of LTIP Payout Vehicle Mix The vehicle mix for earned awards beginning with the 2016-17 performance period under the LTIP will be increased to 75% RSUs and decreased to 25% cash to further emphasize the equity component of any earned payout. Currently, the vehicle mix is 50% RSUs and 50% cash. We believe that this change will further align our executives’ interests with our shareholders’ because a greater proportion of the payout value is subject to fluctuations in our stock price. Instituted an LTIP Performance Floor In making decisions for the 2016 compensation program, the Compensation Committee considered various factors (such as our long-term strategic plan and financial objectives, the consistent rigor of LTIP performance goals established by the Compensation Committee based on the financial plans approved by the Finance Committee and the Board, the market environment, and the overall objectives of our compensation program), and approved a “performance floor” set at 85% of the target award. As a result, no payouts would be earned for the 2016-17 period if the actual performance is below 85% of the target. The “performance gate,” whereby no amounts would be earned under the LTIP unless the Company’s average annual after-tax income for the performance period exceeded the Company’s after-tax income in the year prior to the beginning of the relevant performance period, was removed. The Compensation Committee made this change to set a consistent performance threshold for each performance period and ensure that our LTIP is market-competitive among peer companies with similar program designs. We believe this change supports the goals of our overall compensation program, which are to attract, motivate, and retain executives most critical to the long-term success of the Company.   Procedures for Determining Compensation   Setting Compensation, Establishing Goals, and Evaluating Performance The Compensation Committee oversees a rigorous and comprehensive compensation approval and goal setting process. Each year, in advance of making compensation decisions for the forthcoming year, the Compensation Committee meets with management and reviews the Company’s overall executive compensation program in light of the Company’s long-term strategy and financial objectives approved by the Finance Committee and the Board. The Compensation Committee meets with management, the Company’s compensation consultant, and the Compensation Committee’s independent compensation consultant to review the executive compensation environment, including recent developments and trends in executive compensation relative to the Company’s executive compensation program, and a historical view of the pay-for-performance correlation in the program and any changes to the program being recommended by management or either of the consultants.   After the financial results for the prior year have been finalized and audited, the Compensation Committee meets to review and approve bonus and incentive compensation payments for the prior year and to review and approve compensation arrangements—base salaries, stock awards, and incentive plan targets—for the upcoming year. The Compensation Committee meets privately with its independent compensation consultant for the purpose of establishing the compensation 42 2017 Proxy Statement Executive Compensation of the Chief Executive Officer, including establishing target awards under the Annual Bonus Plan and the LTIP, and making stock awards to him under the Stock Incentive Plan to him.Plan. Except in the case of promotions or other unusual circumstances, the Compensation Committee considers stock awards only at this meeting, which is normally held within a few weeks following the issuance of the Company’s full-year earnings release for the prior year.   The Compensation Committee may hold other meetings during the year to review specific issues related to executive compensation, new developments in executive compensation, or other issues related to management resources. It also has responsibility, along with the Nominating Committee, for annually reviewing compensation paid to non-employee directors. 40  |2016 Proxy Statement Executive Compensationdirectors and making recommendations to the full Board regarding the directors’ compensation program.   Use of Compensation Consultants The Compensation Committee has retained as its advisor a nationally-recognized executive compensation consultant—Compensation Advisory Partners—Partners (“CAP”)—that is independent and performs no other work for the Company. Compensation Advisory Partnersmanagement. CAP reports directly to the Compensation Committee, meets with the Compensation Committee privately without management present, and regularly communicates privately with the Compensation Committee Chair. The Compensation Committee has assessed the independence of Compensation Advisory PartnersCAP based on standards promulgated by the SEC and concluded that no conflict of interest exists that would prevent it from serving as an independent consultant to the Compensation Committee. Each year, the Compensation Committee’s compensation consultant reviews a report on risk in relation to the Company’s compensation policies and practices, provides a pay-for-performance analysis of our executive compensation program, and reviews the Chief Executive Officer’s compensation. In addition, each year the Compensation Committee’s consultant reviews the compensation program for non-employee directors, and the Compensation Committee, together with the Nominating Committee, consider the consultant’s report on the program. Management utilizes the services of ClearBridge Compensation Group, a nationally-recognized compensation consultant, to provide advice on the executive compensation program and plan design.   Management Involvement in Developing the Compensation Program Management is involved in various aspects of developing the executive compensation program. Our Senior Vice President and Chief Human Resources Officer, Vice President—Global Total Rewards, and staff in the Human Resources Department work with our Chief Executive Officer to develop compensation recommendations for all corporate officers other than the Chief Executive Officer. The Chief Executive Officer or the Senior Vice President and Chief Human Resources Officer reviews these proposals with the Compensation Committee Chair, and may make changes to the recommendations based upon his input, before the recommendations are forwarded to the Compensation Committee for review. Our Senior Vice President and General Counsel also attends meetings of the Compensation Committee and participates in some of these discussions and preparations.   Additional Information   Key Compensation Governance Policies   Independent Compensation Consultant With regard to executive and director compensation matters, our Compensation Committee directly retains, and is advised by, an independent compensation consultant who performs no other work for the Company.   Clawback Policy We have adopted a clawback policy that provides for the recovery of incentive compensation—paid in cash or equity—if the Compensation Committee determines that an executive engaged in fraud or gross misconduct which results in an accounting adjustment, whether or not the adjustment results in a restatement of our financial statements. The SEC proposed rules in 2015 on clawback policies, and we intend to review our clawback policy once the SEC and NYSE establish final rules governing clawbacks.   2017 Proxy Statement 43 Executive Compensation Stock Ownership Guidelines We have meaningful stock ownership guidelines for our senior executives. These are set at six times annual base salary for the Chief Executive Officer, three times annual base salary for executive vice presidents, two times annual base salary for senior vice presidents, and divisional chief executive officers, and a multiple of annual base salary for other covered executives. If an executive has not met the ownership requirements following a five-year phase-in period, the executive 2016 Proxy Statement  |  41 Executive Compensation is required to hold 100% of net shares acquired from the vesting of restricted stock or RSUs or the exercise of stock options until they comply with the stock ownership guidelines. At the end of 2015,2016, all of the named executive officers met or exceeded their applicable ownership guidelines.   No Tax Gross-Ups We do not provide a tax gross-up with regard to any compensation, benefit, or perquisite paid by the Company, other than our executive relocation program that is applicable to all executives.employees. We also do not provide tax gross-ups for any amount paid to an executive upon termination of employment or in connection with a change-in-control.change in control.   Anti-Hedging Policy We do not permit our executive officers to take short positions in our shares or to hedge their economic interest in their shares.   No Stock Option Repricing Our Stock Incentive Plan does not permit the repricing of stock options without shareholder approval.   Compensation Plans and Risk We believe that our compensation program encourages our named executive officers to take energetic action to improve the Company’s performance without encouraging them to take undue risk. The performance-based annual cash bonus and LTIP elements of the program are paid based upon performance as compared to the Company’s annual and two-year financial plans, which are prepared each year by the Company’s management and reviewed and approved by the Finance Committee and the Board. No bonuses are paid unless the applicable performance goals are achieved. We believe that, on balance, the plans are reasonably achievable under normal business conditions. This encourages our executives to manage the business well without pressuring them to take undue risks in order to obtain a bonus payment.   Our equity-based compensation for the named executive officers is designed with a similar goal in mind. We believe that our equity grants are reasonable in relation to overall compensation. Stock options normally vest ratably over a three-year period and have a 10-year term, reducing the risk that an executive will take short-term action to inflate the price of the Company’s stock for a brief period.   LTIP payouts are calculated at the conclusion of a two-year performance period, but are not actually paid to the participant until after an additional year of vesting has been satisfied. In addition to serving as a retention vehicle, this also requires that the executive continue to have the value of the stock portion of his or her award at risk, dependent on fluctuations in stock price, for an additional year. It also allows a year to pass in which any issues concerning the Company’s operating or financial performance may come to light before payments are made.   In addition, there are certain other factors related to our compensation programs for the named executive officers that we believe help reduce the likelihood that our compensation programs will encourage our executives to take undue risk, as described below. Please also see Page 2829 for a discussion of compensation and risk in our compensation plans more generally, and the procedures we followed to evaluate this.   44 42|20162017 Proxy Statement Executive Compensation   Factor   Description Bonus Targets Based on Financial Plan   As the bonus targets are based on the financial plan, any significant deviation from the plan undertaken by management during the course of the year must be reviewed and approved by the Board. ROIC as Bonus Measurement   As a retail company, we believe that one of the potential risks we have is thatmanagement will attempt to achieve profit targets without taking into account the capitalthecapital used, particularly working capital invested in inventory. Weinventory and operating leases.We have, therefore, designed our LTIP for senior management, including the named executivenamedexecutive officers, to take into account ROIC as well as net income in determining whetherdeterminingwhether a bonus will be paid. No Bonus Payments to Executives with Poor Performance Ratings   We have designed our plans so that executives who receive a “Not Meeting Expectations” or an “Unsatisfactory”Performance” rating under the Company’s annual performance appraisal process are notarenot eligible to receive an annual bonus payment. This helps prevent an individual executiveindividualexecutive from taking any action inconsistent with the business plan or otherwise exposingotherwiseexposing the Company to undue risk. Bonus Targets Bonus targets are based on the financial plan that is reviewed and approved by theBoard. Incentive Payments Proportional to Base Salary   We believe that our cash incentive payments are not outsized in relation to base salary.Mr. Johnson, as Chief Executive Officer, has the opportunity to earn at target 125% of his150% ofhis base salary in annual bonus and 175%250% of his base salary in LTIP award. Prior to his promotion to Chief Executive Officer, Mr. Johnson’s target LTIP award opportunity was 100%. Comparable percentagesbonus. Comparablepercentages for the Executive Vice Presidents are 65%75% for annual and 75%; and forLTIP awards; andfor the Senior Vice Presidents, 50% and 75%. Prior to his retirement, Mr. Hicks’ comparable percentages were 125% and 175%. Bonus Caps   Annual cash bonus and the cash portion of the LTIP awards to executives are cappedand do not include excessive leverage. Mix of Components   We use a mix of annual and long-term incentive components, as well as a mix betweenthe use of cash and equity.   Executive Employment Agreements As more fully described on Pages 4852 through 52,54, we have employment agreements with each of our named executive officers, other than Mr. Hicks, who retired in 2015. We had an employment agreement with Mr. Hicks prior to his retirement as Executive Chairman.officers. Other than the agreements with Mr. Johnson as President and Chief Executive Officer, Mr. Verma as Senior Vice President and Chief Information Officer, and Mr. Hicks as Executive Chairman, the agreements with the named executive officers are in the same form.   Our employment agreements with the named executive officers provide for severance payments to the executive if we terminate the executive’s employment without cause or if the executive terminates his or her employment for good reason. These payments to the named executive officers, calculated as if termination of employment occurred at the end of our last fiscal year, are set out in the tables on Pages 6366 through 74.76.   The named executive officers would receive an enhanced severance payment if the executive’s employment is terminated without cause or if the executive terminates employment for good reason within two years following a change-in-control.change in control. For an executive to receive the enhanced severance payment, two events must occur: first, employment must be terminated for one of the specified reasons, and second, this termination must occur within two years following a change-in-control.change in control. We believe 2016 Proxy Statement  |  43 Executive Compensation that these provisions, which we have had in place for a number of years, provide appropriate protection to our executives, comparable to that available at other public companies, and, with regard to the enhanced severance following a change-in-control,change in control, protect us from losing key executives during a period when a change-in-controlchange in control may be threatened or pending. None of the named executive officers is entitled to a gross-up payment for any excise taxes that may become payable in connection with a change-in-control.change in control. 2017 Proxy Statement 45 Executive Compensation   All of the named executive officers have agreed in their employment contracts not to compete with the Company for two years following the termination of employment and not to hire Company employees during that same period. This restriction does not apply following a change-in-control.change in control.   Delegation of Authority The Compensation Committee currently has delegated authority to its Chair to approve, between meetings of the Committee, time-vested RSU awards up to 7,500 RSUs per individual award and stock option awards of up to 25,000 shares per individual award, and time-vested RSU awards upin both cases only to a maximum of 7,500 RSUs per individual award to employees other thanexecutives who are not corporate or executive officers corporateof the Company, division chief executive officers, andor general managers of operating divisions.managers. It is expected that the Chair would use this authority to approve awards made during the course of the year in connection with promotions, new hires, or new hires.special retention purposes. Options are priced at fair market value on the date the Chair signs the approval, which is the date of grant for awards made under this delegation authority. TheSimilarly, the value of RSU awards is based on the fair market value on the date the Chair did not use any delegationsigns the approval. In 2016, the Chair used this authority in 2015.one time and approved a special retention RSU award. The Compensation Committee has not delegated authority to management to make stock option, restricted stock, RSU, or other equity-based awards.   Items Disregarded for Bonus Calculations Under normal circumstances, the Compensation Committee has no discretion to increase annual bonus orAnnual Bonus and LTIP payments which are formula-driven based upon Company performance, and our program for the named executive officers does not provide for discretionary adjustments based upon individual performance. The Compensation Committee may, however, in its sole discretion, determine to eliminate or reduce the amounts payable under these incentive programs consistent with Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), but has no discretion to increase Annual Bonus or LTIP payments. The Compensation Committee has not adjusted any of the annual bonusAnnual Bonus or LTIP payments to the named executive officers shown in the Summary Compensation Table from payouts calculated based upon the applicable formula. When determining bonus and incentive payments, consistent with Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), the Compensation Committee is required to disregard certain events that it determines to be unusual or non-recurring. When establishing the targets, the Compensation Committee normally specifies certain items that it considers to be unusual or non-recurring, and these events, if they occur, are automatically excluded when calculating payments. All of the references in this CD&A to target and actual performance levels refer to amounts after taking these adjustments into consideration.   Accounting and Tax Considerations While we review both the accounting and tax effects of various components of compensation, these effects are not a significant factor in the Compensation Committee’s allocation of compensation among the different components. In general, it is our position that compensation paid to executive officers should be fully deductible for U.S. tax purposes, and we have structured our bonus, long-term incentive, and stock option programs so that payments made under them are deductible. In certain instances, however, we believe that it is in the Company’s best interests, and that of itsour shareholders, to have the flexibility to pay compensation that is not deductible under the limitations of Section 162(m) in order to provide compensation consistent with our program and objectives. The portion of base salary paid to Mr. Johnson that exceeds $1 million, the value of time-based restricted stock awards made to Mr. Johnson, the taxable portion of certain perquisites provided to Mr. Johnson, and potentially a portion of the value of time-based restricted stock or RSU awards made to one or more of the other named executive officers, are not expected to be deductible.   46 44  |  20162017 Proxy Statement Executive Compensation   Compensation and Management Resources Committee Report The Compensation Committee has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on that review and discussion, has recommended to the Board that the CD&A be included in this Proxy Statement.   Members of the Compensation Committee Alan D. Feldman, Chair Nicholas DiPaolo Steven Oakland Cheryl Nido Turpin Dona D. Young Summary Compensation Table (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)                             Change                                     in Pension                                     Value and                                 Non-Equity   Nonqualified                                 Incentive   Deferred   All                     Stock   Option   Plan   Compensation   Other     Name and Principal Position       Salary   Bonus   Awards   Awards   Compensation   Earnings   Compensation   Total (1)   Year   ($)(2)   ($)(3)   ($)(4)(5)   ($)(4)   ($)(6)   ($)(7)   ($)(8)   ($) Richard A. Johnson   2015   1,037,500   —   918,793   3,328,479   2,866,278     420,164     49,353     8,620,567 President and Chief   2014   931,250   —   4,728,272   1,596,328   1,690,209     365,092     427,558     9,738,709 Executive Officer   2013   887,500   —   450,016   512,869   1,510,966     229,672     36,866     3,627,889 Lauren B. Peters   2015   595,000   —   226,888   512,320   857,976     196,559     20,404     2,409,147 Executive Vice President   2014   561,250   —   1,196,558   506,437   762,160     231,420     377,010     3,634,835 and Chief Financial Officer   2013   537,500   —   206,262   458,308   721,929     130,619     10,133     2,064,751 Robert W. McHugh   2015   673,000   —   252,415   512,320   991,178     218,484     20,651     2,668,048 Executive Vice President—   2014   668,500   —   1,881,414   506,437   907,754     255,538     324,380     4,544,023 Operations Support   2013   650,000   —   245,638   458,308   895,793     150,471     19,528     2,419,738 Jeffrey L. Berk   2015   488,524   —   183,225   256,160   622,318     189,895     4,327     1,744,449 Senior Vice President—   2014   488,524   —   255,018   253,218   568,398     216,813     259,860     2,041,831 Real Estate   2013   488,524   —   183,218   229,154   608,945     147,539     7,039     1,664,439 Pawan Verma   2015   216,071   455,095   1,665,162   225,105   208,958     49,650     80,988     2,901,029 Senior Vice President                                           and Chief Information Officer                                           Ken C. Hicks   2015   290,278   —   —   —   1,499,848     —     37,716     1,827,842 Retired Executive Chairman   2014   1,075,000   —   870,540   3,291,817   3,068,544     440,639     243,149     8,989,689     2013   1,100,000   —   3,496,281   5,669,402   3,290,375     291,428     218,739     14,066,225 Notes to Summary Compensation Table (1) Richard A. Johnson has served as President and Chief Executive Officer since December 1, 2014. Mr. Johnson served as Executive Vice President and Chief Operating Officer from May 16, 2012 to November 30, 2014. He served as Executive Vice President and Group President—Retail Stores from July 1, 2011 to May 15, 2012; President and Chief Executive OfficerMembers of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, and Footaction from January 8, 2010 to June 30, 2011; President and Chief Executive Officer of Foot Locker Europe from August 2007 to January 2010; and President and Chief Executive Officer of Footlocker.com/Eastbay from April 2003 to August 2007.the Compensation Committee   Alan D. Feldman, Chair   Nicholas DiPaolo Steven Oakland Cheryl Nido Turpin Lauren B. Peters has served as Executive Vice President and Chief Financial Officer since July 1, 2011. Ms. Peters previously served as Senior Vice President—Strategic Planning.   Kimberly Underhill   Robert W. McHugh has served as Executive Vice President—Operations Support since July 1, 2011. Mr. McHugh previously served as Executive Vice President and Chief Financial Officer from May 1, 2009 to June 30, 2011.Dona D. Young   20162017 Proxy Statement  |  45 47 Executive Compensation   Summary Compensation Table (a)     (b)     (c)     (d)       (e)       (f)     (g)     (h)     (i)                                                         Change in                                                                         Pension Value and                                                                 Non-Equity     Nonqualified Deferred                   Name and Principal                                             Incentive Plan     Compensation     All Other           Position               Salary     Stock Awards     Option Awards     Compensation     Earnings     Compensation     Total   (1)     Year     ($)(2)     ($)(3)(4)     ($)(3)     ($)(5)     ($)(6)     ($)(7)     ($)                                                                                                                                                           Richard A. Johnson       2016         1,087,500         2,062,522         2,200,016         2,599,932                 403,443                  366,199         8,719,612     Chairman, President and       2015         1,037,500         918,793         3,328,479         2,866,278         420,164         49,353         8,620,567     Chief Executive Officer       2014         931,250         4,728,272         1,596,328         1,690,209         365,092         427,558         9,738,709                                                                                                                                                                             Lauren B. Peters       2016         657,500         1,579,759         450,010         714,088         205,626         84,011         3,690,994     Executive Vice President       2015         595,000         226,888         512,320         857,976         196,559         20,404         2,409,147     and Chief Financial Officer       2014         561,250         1,196,558         506,437         762,160         231,420         377,010         3,634,835                                                                                                                                                                             Stephen D. Jacobs       2016         844,445         2,654,792         450,010         952,238         222,934         117,513         5,241,932     Executive Vice President and                                                                                   Chief Executive Officer—North America                                                                                                                                                                                                                                                           Lewis P. Kimble       2016         642,460         1,365,680         450,010         635,262         326,186         235,970         3,655,568     Executive Vice President and                                                                                   Chief Executive Officer—International                                                                                                                                                                                                                                                           Paulette R. Alviti       2016         486,250         1,275,673         225,005         445,705         82,626         178,857         2,694,116     Senior Vice President and       2015         472,500         178,131         256,160         597,324         109,543         46,814         1,660,472     Chief Human Resources Officer       2014         461,250         693,556         253,218         495,404         121,769         223,333         2,248,530                                                                                                                                                                             Notes to Summary Compensation Table   (1)  Richard A. Johnson has served as Chairman of the Board since May 2016, and President and Chief Executive Officer since December 2014. Mr. Johnson previously served as Executive Vice President and Chief Operating Officer from May 2012 to November 2014; Executive Vice President and Group President—Retail Stores from July 2011 to May 2012; President and Chief Executive Officer of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, and Footaction from January 2010 to June 2011; President and Chief Executive Officer of Foot Locker Europe from August 2007 to January 2010; and President and Chief Executive Officer of Footlocker.com/Eastbay from April 2003 to August 2007.   Lauren B. Peters has served as Executive Vice President and Chief Financial Officer since July 2011.   Stephen D. Jacobs has served as Executive Vice President and Chief Executive Officer—North America since February 2016 and has been an executive officer of the Company as of this date. Mr. Jacobs previously served as Executive Vice President and Chief Executive Officer Foot Locker—North America from December 2014 through February 2016; President and Chief Executive Officer of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, and Footaction from July 2011 to November 2014; and President and Chief Executive Officer of Champs Sports from January 2009 to June 2011.   Lewis P. Kimble has served as Executive Vice President and Chief Executive Officer—International since February 2016 and has been an executive officer of the Company as of this date. Mr. Kimble previously served as President and Chief Executive Officer of Foot Locker Europe from February 2010 to February 2016; and Managing Director of Foot Locker Asia Pacific from February 2006 to February 2010.   Paulette Alviti has served as Senior Vice President and Chief Human Resources Officer since June 2013.     (2)  The amounts in column (c) reflect the annual base salaries earned by our named executive officers for the designated years. Including the non-equity incentive plan compensation included in column (f), these amounts represented the following percentages of the named executive officers’ total compensation for 2016: Mr. Johnson (42.3%), Ms. Peters (37.2%), Mr. Jacobs (34.3%), Mr. Kimble (34.9%), and Ms. Alviti (34.6%). Information on the named executive officers’ employment agreements appears beginning on Page 52.   (3)  The amounts in these columns reflect the stock and option awards granted in the designated years. The amounts represent the aggregate grant date fair value of the awards granted in each respective year calculated in accordance with stock-based compensation accounting rules (ASC Topic 718). A discussion of the assumptions used in computing the award values may be found in Note 21 to our financial statements in our 2016 Annual Report on Form 10-K. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and include, for restricted stock awards, expected dividend payments at the same rate as paid on our shares of Common Stock. Please see the Grants of Plan-Based Awards Table on Page 55 for additional information on awards granted in 2016. The amounts shown in the table do not necessarily reflect the actual value that may be recognized by the named executive officers.   (4)  The amounts in column (d) include the grant date fair value of performance-based RSUs granted for the long-term performance measurement periods of 2016-17, 2015-16, and 2014-15, valued at grant date based upon the probable outcome of meeting the performance conditions. The amounts are consistent with the estimates of the aggregate compensation cost to be recognized over the service period determined at the grant date under FASB ASC Topic 718, and exclude the effect of estimated forfeitures. Column (d) also includes restricted stock awards, where applicable. Please see the Grants of Plan-Based Awards Table on Page 55 for additional information on the awards granted in 2016.   48 2017 Proxy Statement 2017 Proxy Statement 49 Jeffrey L. Berk has served as Senior Vice President—Real Estate since February 9, 2000. Executive Compensation (5) Pawan Verma has served as Senior Vice President and Chief Information Officer since the commencement of his employment with the Company on August 10, 2015. Ken C. Hicks served as Executive Chairman from January 31, 2010 to May 20, 2015 and previously served as President and Chief Executive Officer from August 17, 2009 to November 30, 2014. (2) The amounts in column (c) reflect the annual base salaries earned by our named executive officers for 2015. Including the non-equity incentive plan compensation included in column (g), these amounts represented the following percentages of the named executive officers’ total compensation for 2015: Mr. Johnson (45.3%), Ms. Peters (60.3%), Mr. McHugh (62.4%), Mr. Berk (63.7%), Mr. Verma (14.7%), and Mr. Hicks (97.9%). Information on the named executive officers’ employment agreements appears beginning on Page 48. (3) The amount inFor 2016, this column reflects (i) the sign-on bonussum of $300,000 that Mr. Verma receivedthe cash incentive payouts made in connection with the commencement of his employment in August 2015, plus (ii) the difference between Mr. Verma’s prorated annual bonus paid to him2017 under the Annual Bonus Plan for 20152016 and the annual bonus payment that would have been paid to himcash portion of the earned payout under the Annual Bonus Plan if he had been a participantLTIP for the entire 2015 fiscal year. (4) The amounts2015-16 performance measurement period that is payable in these columns reflect2018 if the stock and option awards granted inexecutive continues to be employed on the designated years. The amounts represent the aggregate grantpayment date, fair value of the awards granted in each respective year calculated in accordance with stock-based compensation accounting rules (ASC Topic 718). A discussion of the assumptions used in computing the award values may be found in Note 22 to our financial statements in our 2015 Annual Report on Form 10-K. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and include for restricted stock awards expected dividend payments at the same rate as paid on our shares of Common Stock. Please see the Grants of Plan-Based Awards Table on Page 53 for additional information on awards granted in 2015. The amounts shown in the table do not necessarily reflect the actual value that may be recognized by the named executive officers. (5) The amounts in column (e) include the grant date fair value of performance-based RSUs granted for the long-term performance measurement periods of 2015-16, 2014-15, and 2013-14, valued at grant date based upon the probable outcome of meeting the performance conditions. The amounts are consistent with the estimates of the aggregate compensation cost to be recognized over the service period determined at the grant date under FASB ASC Topic 718, and exclude the effect of estimated forfeitures. Column (e) also includes restricted stock awards where applicable. Please see the Grants of Plan-Based Awards Table on Page 53 for additional information on the awards granted in 2015. (6) I below. For 2015, this column reflects the sum of the cash incentive payouts made in 2016 under the Annual Bonus Plan for 2015 and the cash portion of the earned LTIP payout under the LTIP for the 2014-15 performance measurement period that is payablewas paid in 2017, if the executive continues to be employed by us on the payment date, as shown in Table III below. For 2014, this column reflects the sum of the cash incentive payouts made in 2015 under the Annual Bonus Plan for 2014 and the cash portion of the earned LTIP payout for the 2013-14 performance measurement period that was paid in 2016, as shown in Table II below. For 2013, this column reflects the sum of the cash incentive payouts made in 2014 under the Annual Bonus Plan for 2013 and the cash portion of the earned LTIP payout for the 2012-13 performance measurement period that was paid in 2015, as shown in Table III below.   I—Cash Incentive Payouts for 2016       Payout in 2017     Payout in 2018                   LTIP                   2015-16 Performance Period     Total       Annual Bonus Plan     (Cash Payout Earned—     As Shown in Summary Name     Cash Payment for 2016 ($)     Payable in 2018) ($)     Compensation Table ($) R. Johnson     1,301,738       1,298,194       2,599,932   L. Peters     393,514       320,574       714,088   S. Jacobs     521,867       430,371       952,238   L. Kimble     318,018       317,244       635,262   P. Alviti     194,014       251,691       445,705   II—Cash Incentive Payouts for 2015       Payout in 2016   Payout in 2017             LTIP             2014-15 Performance Period   Total     Annual Bonus Plan   (Cash Payout Earned—   As Shown in Summary Name   Cash Payment for 2015 ($)   Payable in 2017) ($)   Compensation Table ($) R. Johnson   1,719,656     1,146,622     2,866,278   L. Peters   512,831     345,145     857,976   R. McHugh   580,059     411,119     991,178   J. Berk   323,891     298,427     622,318   P. Verma   143,255     65,703     208,958   K. Hicks*   481,135     1,018,713     1,499,848   * Due to Mr. Hicks’ retirement in 2015, he earned the pro rata portion of his long-term incentive award for the 2014-15 performance measurement period, as shown in the table, and this amount will be paid to him at the same time as the payouts to the other named executive officers in 2017. 46  |  2016 Proxy Statement Executive Compensation       Payout in 2016     Payout in 2017                   LTIP                   2014-15 Performance Period     Total       Annual Bonus Plan     (Cash Payout Earned—     As Shown in Summary Name     Cash Payment for 2015 ($)     Paid in 2017) ($)     Compensation Table ($) R. Johnson     1,719,656       1,146,622       2,866,278   L. Peters     512,831       345,145       857,976   P. Alviti     313,267       284,057       597,324     II—III—Cash Incentive Payouts for 2014       Payout in 2015   Payout in 2016                 LTIP                 2013-14 Performance Period   Total     Annual Bonus Plan   (Cash Payout Earned—   As Shown in Summary Name   Cash Payment for 2014 ($)   Paid in 2016) ($)   Compensation Table ($) R. Johnson   1,063,990     626,219     1,690,209   L. Peters   496,510     265,650     762,160   R. McHugh   591,389     316,365     907,754   J. Berk   332,441     235,957     568,398   P. Verma   —     —     —   K. Hicks   1,828,844     1,239,700     3,068,544         Payout in 2015     Payout in 2016                       LTIP                       2013-14 Performance Period     Total       Annual Bonus Plan     (Cash Payout Earned—     As Shown in Summary Name     Cash Payment for 2014 ($)     Paid in 2016) ($)     Compensation Table ($) R. Johnson     1,063,990       626,219       1,690,209   L. Peters     496,510       265,650       762,160   P. Alviti     313,881       181,523       495,404     III—Cash Incentive Payouts for 2013     Payout in 2014   Payout in 2015                 LTIP                 2012-13 Performance Period   Total     Annual Bonus Plan   (Cash Payout Earned—   As Shown in Summary Name   Cash Payment for 2013 ($)   Paid in 2015) ($)   Compensation Table ($) R. Johnson   660,966     850,000     1,510,966   L. Peters   346,929     375,000     721,929   R. McHugh   419,543     476,250     895,793   J. Berk   242,552     366,393     608,945   P. Verma   —     —     —   K. Hicks   1,365,375     1,925,000     3,290,375   (7)(6) Amounts shown in column (i)(g) represent the annual change in pension value during each of our last three fiscal years for each of the executives.years. Please see Pages 5962 through 6063 for more information on 20152016 pension benefits. 50 2017 Proxy Statement Executive Compensation (8)(7) This column includes perquisites and other compensation attributable to the executives for 2015,2016, valued at the incremental cost to the Company of providing them, which represents the actual cost:   • The amounts shown for financial planning and medical expense reimbursement reflect amounts reimbursed in 2015,2016, which may also include reimbursement of amounts submitted in 20152016 for expenses incurred in 2014. 2015.   • The amounts shown in the table under the 401(k) Match column represent the Company’s matching contribution under the Foot Locker 401(k) Plan made to the named executive’s account. • The amounts shown under the column headed “Accrual for Post-Retirement Medical” reflect the amounts accrued in 2016 for the actuarial present value of the future cost of providing this benefit to these individuals. These benefit accruals reflect an increase in premiums, a decrease in the applicable discount rate and the adoption of the RPH 2016 Generational Mortality Table Projected using Scale MP 2016. • For Mr. Johnson, the amount shown under the column headed “Expatriate Tax Payments” reflects foreign tax payments in connection with the exercise of stock options that vested in whole or in part during the term of his service as President and Chief Executive Officer of our Foot Locker Europe division headquartered in Vianen, The Netherlands, from August 2007 to January 2010. These payments are made under a policy that applies to employees on international assignment and are designed to facilitate these assignments by holding these employees responsible for the tax liabilities they would have incurred had they remained in their home countries. • For Mr. Kimble, the amounts shown under the columns headed “Foreign Earnings” and “Expatriate Tax Payments” reflect expatriate compensation for 2016 in his position as Executive Vice President and Chief Executive Officer—International in Vianen, The Netherlands. Under Foreign Earnings, the amount shown includes expatriate benefits and allowances for certain home leave, goods and services differential, dependent education, housing, relocation, and automobile costs in connection with his international assignment. Mr. Kimble received the majority of these benefits and allowances under the Company’s international assignment policy, which applies to employees on international assignment and is designed to minimize any financial detriment or gain to the employee from the assignment. Under Expatriate Tax Payments, the amount shown includes tax equalization payments, and tax reimbursements net of hypothetical tax deductions, in connection with his international assignment. These payments and reimbursements are made under a policy that applies to employees on international assignment and are designed to facilitate these assignments by holding these employees responsible for the tax liabilities they would have incurred had they remained in their home countries. For 2016, Mr. Kimble’s hypothetical tax withholding exceeded the sum of the actual tax payments and other tax items associated with his assignment, so the amount reported under “Expatriate Tax Payments” is zero.           Car         Med.                                 Tax         Auto.   Service   Univ. Life   Expense   Exec.   Supp. LTD   Financial   401(k)   Relocation   Gross         Allowance   Reimb.   Ins. Prem.   Reimb.   Physical   Ins. Prem.   Planning   Match   Payment   Up   Total Name ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($) R. Johnson 13,216     8,743     5,223     3,644     907     6,075     8,945     2,600     —     —     49,353   L. Peters 13,489     —     2,708     1,607     —     —     —     2,600     —     —     20,404   R. McHugh 12,316     —     —     5,735     —     —     —     2,600     —     —     20,651   J. Berk 933     —     —     3,394     —     —     —     —     —     —     4,327   P. Verma —     —     —     892     —     —     —     —     49,113     30,983     80,988   K. Hicks 4,893     11,432     —     3,589     —     6,257     8,945     2,600     —     —     37,716             Car         Med.               Accrual                     Expatriate         Auto.   Service   Univ. Life   Expense   Exec.   Supp. LTD   for Post-   Financial   401(k)   Foreign   Tax         Allow.   Reimb.   Ins. Prem.   Reimb.   Physical   Ins. Prem.   Retirement   Planning   Match   Earnings   Payments   Total Name   ($)   ($)   ($)   ($)   ($)   ($)   Med.   ($)   ($)   ($)   ($)   ($) R. Johnson   15,100     9,659     5,570     8,245     —     6,075     56,958     9,000     2,650     —     252,942     366,199 L. Peters   8,485     —     2,967     1,195     556     —     68,158     —     2,650     —     —     84,011 S. Jacobs   21,438     —     —     5,000     —     —     88,425     —     2,650     —     —     117,513 L. Kimble   —     —     3,668     450     556     —     56,958     —     —     174,338     —     235,970 P. Alviti   20,923     —     2,995     5,000     494     4,774     133,021     9,000     2,650     —     —     178,857   20162017 Proxy Statement  |  47 51 Executive Compensation   Employment Agreements We have employment agreements with each of the named executive officers, and we describe the material terms of each of these agreements below. We had an employment agreement with Mr. Hicks prior to his retirement. Information on potential payments and benefits upon termination of the agreements is described underPotential Payments Upon Termination or Change in Control,, beginning on Page 63.66.   Richard A. Johnson Position.We entered into an employment agreement with Mr. Johnson on November 6, 2014 in connection with his promotion to serve as our Chief Executive Officer.   Term.The term of this agreement began on December 1, 2014 and ends on January 31, 2018.2019. The agreement contains an “evergreen” renewal provision that provides for additional one-year renewals of the employment term, unless either party gives notice of non-renewal one year prior to the end of the then-current term.   Base Salary and Bonus.During the term of the agreement, the Company shall pay Mr. Johnson an annual base salary of not less than $1,000,000. Mr. Johnson’s 20152016 base salary rate was $1,050,000.$1,100,000. As Chief Executive Officer, for 2016, Mr. Johnson’s annual bonus at target under the Annual Bonus Plan is 125%was 150% of his base salary, and his annual bonus at target under the LTIP is 175%was 250% of his base salary at the start of the performance period.   Stock Awards.Mr. Johnson’s agreement provided for certain restricted stock and stock option awards effective December 1, 2014, with vesting subject to his continued employment with the Company.   Benefit Plans and Perquisites.Mr. Johnson is entitled to participate in all bonus, incentive, and equity plans offered to senior executives. He is also eligible to participate in all pension, welfare, and fringe benefit plans and perquisites offered to senior executives. The benefits and perquisites available to Mr. Johnson include:     • Company-paid life insurance in the amount of his annual base salary;         • Long-term disability insurance coverage of $25,000 per month;         • Annual out-of-pocket medical expense reimbursement of up to $7,500;         • Reimbursement for financial planning expenses of up to $9,000 per year; and         • Automobile expense reimbursement for up to $40,000 annually and reimbursement of reasonable expenses for car service for transportation within the New York metropolitan area.   Non-Compete Provision.Mr. Johnson’s agreement provides that he may not compete with the Company or solicit our employees for two years following the termination of his employment agreement.   Certain Defined Terms in the Agreement:   “Cause”means with regard to Mr. Johnson:     • his refusal or willful failure to substantially perform his duties;         • his dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud with regard to the Company, its business or assets;         • his willful breach of any material provision of the agreement, which is not cured; or         • his conviction of a felony (other than a traffic violation) or any other crime involving moral turpitude.   52 48  |  20162017 Proxy Statement Executive Compensation   “Change in Control”means any of the following:     • the Company merges with another company or sells all (or substantially all) of its assets. This event would exclude, for example, mergers (or similar transactions) in which shareholders of the Company prior to the transaction continue to represent a majority of the stock outstanding after the transaction;         • the acquisition of 35% or more of the outstanding stock; or         • during any period of not more than 12 months, the directors at the start of the period, plus any new director whose election or nomination for election was approved by at least two-thirds of the directors then remaining on the Board who either were directors at the beginning of the period or whose election or nomination was approved in this manner, do not comprise at least a majority of the Board.   “Good Reason”means,     • prior to a Change in Control, (A) a reduction in his rate of base salary, other than a reduction that occurs in connection with, and in the same percentage as, an across-the-board reduction over any 3-year period in the base salaries of all senior executives and where the reduction is less than 20% of his base salary; or (B) a material and adverse change in the nature and status of his authority or responsibilities.         • on or after a Change in Control, (A) a reduction in his rate of base salary; (B) a failure to continue, or a reduction in, the benefits applicable to him without providing a substitute plan(s) providing materially similar benefits; or (C) any material demotion or reduction in his authority or responsibility.         • at any time, (A) a reduction in his annual bonus classification level; (B) any successor’s failure to assume in writing the Company’s obligations under the agreement; or (C) the Company’s failure to renew the agreement.   Lauren B. Peters, Robert W. McHugh, Jeffrey L. Berk,Stephen D. Jacobs, Lewis P. Kimble, and Pawan VermaPaulette R. Alviti   Position/Term/Base Salary.We have substantially identical employment agreements (except as described below related to Mr. Verma) with these executives in their current positions, as follows:       Current Term 20152016 Base Name Position End Date Salary Rate ($) L. Peters Executive Vice President and Chief Financial Officer 1/31/20172018 605,000 675,000 R. McHughS. Jacobs Executive Vice President—Operations SupportPresident and Chief Executive Officer—North America 1/31/20172018 673,000 850,000 J. BerkL. Kimble SeniorExecutive Vice President—Real EstatePresident and Chief Executive Officer—International 1/31/20172018 488,524 650,000 P. VermaAlviti Senior Vice President and Chief InformationHuman Resources Officer 1/31/2018 450,000 490,000 The terms of the agreements will automatically be extended for another year unless notice of non-renewal is given by the October 31 prior to the then-current expiration of the term. We pay these executives annual base salaries at rates not less than their salaries at the start of their agreements. The executives’ base salaries for 20152016 are shown in the table above. Special Provisions Related to P. Verma’s Employment Agreement: Sign-On Equity Awards.Mr. Verma was granted (i) a time-based restricted stock award having a value of $1.5 million on the date of grant, which will vest over a three-year period in annual installments beginning one year following the date of grant, subject to Mr. Verma’s continued employment (the “Sign-On Restricted Stock Award”); and (ii) a nonstatutory stock option having a Black-Scholes value on the date of grant of $225,000, which will vest over a three-year period in annual installments beginning one year following the date of grant, subject to Mr. Verma’s continued employment (the “Sign-On Stock Option Grant” and, together with the Sign-On Restricted Stock Award, the “Sign-On Equity Awards”). 2016 Proxy Statement  |  49 Executive Compensation Annual Bonus.Solely with respect to the 2015 fiscal year, Mr. Verma was eligible to receive a payment equal to the difference between the prorated annual bonus payable to him under the Annual Bonus Plan and the annual bonus that would have been paid to him under the Annual Bonus Plan if he had been a participant in the Annual Bonus Plan for the entire 2015 fiscal year. Accelerated Vesting.If Mr. Verma’s employment is terminated by the Company without Cause prior to the second anniversary of his employment commencement date, the first two installments of the Sign-On Equity Awards would, to the extent not already vested, vest on his termination date, and the balance of the Sign-On Equity Awards would be cancelled as of the termination date. If Mr. Verma terminates his employment without Good Reason or the Company terminates his employment with Cause prior to the second anniversary of his employment commencement date, Mr. Verma would be obligated to pay to the Company (a) the sign-on bonus and relocation payments he received, (b) the intrinsic value of the vested portion of his Sign-On Stock Option Grant, to the extent exercised either pre- or post-termination, net of taxes withheld by the Company upon exercise, and (c) the value of the vested portion of his Sign-On Restricted Stock Award at vesting, net of taxes that had been withheld by the Company upon vesting. No payment obligation is required if his termination of employment is due to his death or disability.   Benefit Plans and Perquisites.These executives are entitled to participate in all benefit plans and arrangements in effect at the start of the agreement, including retirement plans, Annual Bonus Plan, LTIP, medical, dental, and disability plans, and any other plans subsequently offered to our senior executives.   Non-Compete Provision.The executives’ agreements provide that they may not compete with the Company or solicit our employees for two years following the termination of their employment agreements. 2017 Proxy Statement 53 Executive Compensation   Certain Defined Terms in the Agreements:   “Cause”means each executive’s:     • refusal or willful failure to substantially perform his or her duties;         • dishonesty, willful misconduct, or fraud with regard to the Company’s business or assets;         • willful breach of his or her employment agreement and the executive does not correct the breach; or         • conviction of a felony (other than a traffic violation) or any other crime involving moral turpitude.   “Change in Control”means any of the following:     • the Company merges with another company or sells all (or substantially all) of its assets. This event would exclude, for example, mergers (or similar transactions) in which shareholders of the Company prior to the transaction continue to represent a majority of the stock outstanding after the transaction;         • the acquisition of 35% or more of the outstanding stock; or         • during any period of not more than 12 months, the directors at the start of the period, plus any new director whose election or nomination for election was approved by at least two-thirds of the directors then remaining on the Board who either were directors at the beginning of the period or whose election or nomination was approved in this manner, do not comprise at least a majority of the Board.   “Disability”means:   The executive is incapacitated due to physical or mental illness and, as a result, has not performed his or her duties on a full-time basis for six months, and does not return to perform his or her duties after the Company gives notice.   50  |  2016 Proxy Statement Executive Compensation “Good Reason”means:   Prior to a Change in Control,     • a reduction in base salary, other than an across-the-board reduction in senior executive salaries over a three-year period and the reduction is less than 20% of the executive’s salary from the beginning of the three-year period; or         • a material change in the executive’s authority or responsibilities, except temporarily as a result of illness or other absence;   Following a Change in Control,     • any reduction in base salary;         • failure to continue the benefit plans and programs that apply to the executive, or the reduction of his or her benefits, without providing substitute comparable plans and benefits; or         • a material demotion or reduction in executive’s authority or responsibility (except temporarily because of illness or other absence);   At any time,     • a reduction in the executive’s annual bonus classification level, other than in connection with a redesign that affects all other employees in the executive’s bonus level;         • failure by a successor to the Company to confirm in writing that it will assume the Company’s obligations under the agreement; or         • failure by the Company to renew the agreement.   Ken C. Hicks Prior to his retirement, we had an employment agreement with Mr. Hicks substantially in the same form as Mr. Johnson’s agreement. Position and Term.In connection with his retirement as part of a planned succession process, Mr. Hicks’s amended employment agreement provided that Mr. Hicks would serve as Executive Chairman until his planned retirement on May 20, 2015. Base Salary and Bonus.Mr. Hicks’ annual base salary was $950,000 in his position as Executive Chairman. His annual bonus at target under the Annual Bonus Plan was 125% of his base salary, and his bonus at target under the LTIP was 175% of his base salary for performance periods prior to 2015-16. Mr. Hicks did not participate in the LTIP beginning with the 2015-16 performance period. Benefit Plans and Perquisites.Mr. Hicks was entitled to participate in all bonus, incentive, and equity plans offered to senior executives. He was also eligible to participate in all pension, welfare, and fringe benefit plans and perquisites offered to senior executives. The benefits and perquisites available to Mr. Hicks included: • Company-paid life insurance in the amount of his annual base salary; 54      • Long-term disability insurance coverage of $25,000 per month; • Annual out-of-pocket medical expense reimbursement of up to $7,500; 2016 Proxy Statement  |  51 Executive Compensation • Financial planning expenses of up to $7,500 annually, as adjusted for adviser fee increases; • Reimbursement of up to $15,000 for legal fees in connection with his employment agreement; and • Automobile expense reimbursement for up to $40,000 annually and reimbursement of reasonable expenses for car service for transportation within the New York metropolitan area. Non-Compete Provision.Mr. Hicks’ agreement provided that he may not compete with the Company or solicit our employees for two years following the termination of his employment agreement. Certain Defined Terms in the Agreement: “Cause”means with regard to Mr. Hicks: • his refusal or willful failure to substantially perform his duties; • his dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud with regard to the Company, its business or assets; • his willful breach of any material provision of the agreement, which is not cured; • his conviction of a felony (other than a traffic violation) or any other crime involving moral turpitude; or • his willful failure to take lawful and reasonable directions from the Board. “Change in Control”means any of the following: • the Company merges with another company or sells all (or substantially all) of its assets. This event would exclude, for example, mergers (or similar transactions) in which shareholders of the Company prior to the transaction continue to represent a majority of the stock outstanding after the transaction; • the acquisition of 35% or more of the outstanding stock; or • during any period of not more than 12 months, the directors at the start of the period, plus any new director whose election or nomination for election was approved by at least two-thirds of the directors then remaining on the Board who either were directors at the beginning of the period or whose election or nomination was approved in this manner, do not comprise at least a majority of the Board. “Good Reason”means, following a Change in Control, • a material demotion or reduction in Mr. Hicks’ authority or responsibility (except in connection with a termination for Cause or disability or temporarily because of illness or other absence); • a reduction in his base salary rate; • a reduction in his annual bonus classification level; • failure to continue the benefit plans and programs that apply to him, or the reduction of his benefits, without providing substitute comparable plans, programs and benefits; • failure by a successor company to assume in writing the Company’s obligations under the agreement; or • the Company breaches a material provision of the agreement and does not correct the breach. 52  |  20162017 Proxy Statement Executive Compensation   Grants of Plan-Based Awards Table   The following table shows the awards made to the named executive officers in 20152016 under the Annual Bonus Plan and the LTIP, as well as the RSU and stock option awards under the Stock Incentive Plan:         Estimated Future Payouts   Estimated Future Payouts                       Estimated Future Payouts   Estimated Future Payouts           Under Non-Equity Incentive   Under Equity Incentive                       Under Non-Equity Incentive   Under Equity Incentive           Plan Awards   Plan Awards                       Plan Awards   Plan Awards     (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)   (l)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)   (l)                                   All               All                                   All   Other       Grant     All   Other     Grant                               Other   Option       Date     Other   Option     Date                               Stock   Awards:       Fair     Stock   Awards:     Fair                               Awards:   Number of   Exercise   Value of     Awards:   Number of   Exercise   Value of                               Number of   Securities   or Base   Stock     Number of   Securities   or Base   Stock                               Shares   Under-   Price of   and     Shares   Under-   Price of   and                               of Stock   lying   Option   Option     of Stock   lying   Option   Option       Threshold   Target Maximum   Threshold   Target   Maximum   or Units   Options   Awards   Awards     Threshold   Target   Maximum   Threshold   Target   Maximum   or Units   Options   Awards   Awards Name   Grant Date   ($)   ($)   (#)   (#)   (#)   (#)   (#)   ($/Sh)   ($)(5)   Grant Date   ($)   ($)   ($)   (#)   (#)   (#)   (#)   (#)   ($/Sh)   ($)(5) R. Johnson   03/25/15(1)   328,125   1,312,500   2,296,875                                 03/23/16(1)   412,500   1,650,000   2,887,500                               03/25/15(2)   229,688   918,750   1,837,500       03/23/16(2)   171,875   687,500   1,375,000       03/25/15(2)     3,699   14,793   29,585   918,793     03/23/16(2)   8,084   32,333   64,666   2,062,522   03/25/15(3)     207,900   62.11   3,328,479     03/23/16(3)   139,380   63.79   2,200,016 L. Peters   03/25/15(1)   98,313   393,250   688,188       03/23/16(1)   126,563   506,250   885,938       03/25/15(2)   56,719   226,875   453,750       03/23/16(2)   31,641   126,563   253,125       03/25/15(2)     914   3,653   7,306   226,888     03/23/16(2)   1,489   5,953   11,905   379,742   03/25/15(3)     32,000   62.11   512,320     03/23/16(3)   28,510   63.79   450,010 R. McHugh   03/25/15(1)   109,363   437,450   765,538       03/25/15(2)   63,094   252,375   504,750   ��       03/23/16(4)   18,812   63.79   1,200,017   03/25/15(2)     1,016   4,064   8,127   252,415     03/25/15(3)     32,000   62.11   512,320   J. Berk   03/25/15(1)   61,066   244,262   427,459       03/25/15(2)   45,799   183,197   366,393       03/25/15(2)     738   2,950   5,900   183,225     03/25/15(3)     16,000   62.11   256,160   P. Verma   08/10/15(1)   27,009   108,036   189,063     S. Jacobs   03/23/16(1)   159,375   637,500   1,115,625       08/10/15(2)   10,083   40,333   80,666       03/23/16(2)   39,844   159,375   318,750       08/10/15(2)   31,177   124,708   249,416       03/23/16(2)   1,874   7,496   14,991   478,170   08/10/15(2)     138   551   1,102   40,339     03/23/16(3)   28,510   63.79   450,010   08/10/15(2)     426   1,704   3,407   124,750     03/23/16(4)   23,515   63.79   1,500,022 L. Kimble   03/23/16(1)   121,875   487,500   853,125       08/10/15(3)     11,346   73.21   225,105     03/23/16(2)   30,469   121,875   243,750       08/10/15(4)     20,490   1,500,073     03/23/16(2)   1,433   5,732   11,464   365,644 K. Hicks   03/25/15(1)   90,712   362,847   634,983       03/23/16(3)   28,510   63.79   450,010   03/23/16(4)   15,677   63.79   1,000,036 P. Alviti   03/23/16(1)   61,250   245,000   428,750       03/23/16(2)   22,969   91,875   183,750       03/23/16(2)   1,081   4,321   8,642   275,637   03/23/16(3)   14,255   63.79   225,005   03/23/16(4)   15,677   63.79   1,000,036   20162017 Proxy Statement  |  53 55 Executive Compensation   Notes to Grants of Plan-Based Awards Table   (1) Annual Incentive Awards Amounts shown reflect the payment levels at threshold, target, and maximum performance for the 20152016 fiscal year under the Annual Bonus Plan and reflect the potential amounts that would be paid at the end of the period if the applicable performance goals were achieved. The estimated bonus payouts are based on a percentage of the executive’s base salary, as shown in the table below:   Name   Threshold   Target   Maximum R. Johnson     31.25%       125%       218.75%   L. Peters     16.25%       65%       113.75%   R. McHugh     16.25%       65%       113.75%   J. Berk     12.5%       50%       87.5%   P. Verma     12.5%       50%       87.5%   K. Hicks     31.25%       125%       218.75%   Name Threshold   Target   Maximum   R. Johnson 37.5%   150%   262.5%   L. Peters, S. Jacobs, and L. Kimble 18.75%   75%   131.25%   P. Alviti 12.5%   50%   87.5%     The amounts shown for Mr. Verma are pro rated, as he commenced employment on August 10, 2015; the amounts shown for Mr. Hicks are pro rated, as he retired on May 20, 2015. The annual bonus payments actually made to the named executive officers for 20152016 are shown in Note 65 to the Summary Compensation Table on Pages 46 through 47.Page 50.   (2) LTIP Awards Provided the performance goals for the 2015-162016-17 long-term performance measurement period are achieved, the payout structure of the executives’ awards is as follows: (a) 50%25% of the award would be payable in cash under the LTIP, (b) 50%75% of the award would be payable in RSUs under the Stock Incentive Plan, and (c) both the cash portion and the stock portion of the payout would be subject to a time-based, one-year vesting period following the end of the performance measurement period before payout to the executives. The amounts shown in the table reflect the estimated payment levels in cash and number of RSUs at threshold, target, and maximum performance for the 2015-162016-17 performance measurement period. Columns (c), (d), and (e) show the estimated cash payments and columns (f), (g), and (h) show the number of RSUs that would be paid out at threshold, target, and maximum performance if the applicable performance goals are achieved. The amounts shown for Mr. Verma are pro rated, as he commenced employment on August 10, 2015, and reflect amounts for the 2014-15 and 2015-16 long-term performance measurement periods.   The threshold, target, and maximum number of RSUs for each executive was calculated on the date of grant on the basis of that day’s closing stock price of a share of Common Stock. The closing price on the grant date of March 25, 201523, 2016 for each of the named executive officers was $62.11. The closing price on the grant date of August 10, 2015 for Mr. Verma was $73.21.$63.79. Similarly, the grant date fair values of the RSU awards are based on the closing stock price on these grant dates. The actual number of RSUs paid out will be based on the Company’s performance compared to targets. The value of the RSUs received by an executive will depend upon the Company’s stock price on the payment date in 2018.2019. No dividends are paid or accrued for the RSUs.   The aggregate payout in cash and stock at threshold, target, and maximum performance for each of the named executive officers is based on a percentage of the executive’s base salary in the first year of the performance period, adjusted for promotion-related salary increases. The percent of base salary for each executive at threshold, target, and maximum performance is shown in the table below:   Name   Threshold   Target   Maximum R. Johnson     43.75%       175%       350%   L. Peters     18.75%       75%       150%   R. McHugh     18.75%       75%       150%   J. Berk     18.75%       75%       150%   P. Verma     18.75%       75%       150%   Name Threshold   Target   Maximum   R. Johnson 62.5%   250%   500%   L. Peters, S. Jacobs, L. Kimble, and P. Alviti 18.75%   75%   150%     No amounts would be paid to the executives under the LTIP awards unless the performance goals for the performance measurement period are achieved.   56 2017 Proxy Statement Executive Compensation (3) Stock Option Grants The amounts in column (j) reflect the number of stock options granted in 20152016 under the Stock Incentive Plan. The exercise price reflected in column (k) is equal to the closing price of a share of Common Stock on the grant date. In general, no portion of any 54  |  2016 Proxy Statement Executive Compensation stock option may be exercised until the first anniversary of its date of grant. Vested options may be exercised for ten years following the date of grant, unless the option is cancelled or exercised sooner. If the executive retires, becomes disabled, or dies while employed by the Company or one of its subsidiaries, all unexercised options that are then exercisable, plus those options that would have become exercisable on the next anniversary of the grant date, will remain (or become) exercisable as of that date. For optionsOptions granted prior to May 21, 2014, outstanding options will become immediately exercisable upon the occurrence of a Change in Control. For options granted after May 21, 2014, outstanding options2016 will become exercisable upon a participant’s termination of employment on or within 24 months following a Change in Control. In general, options may remain exercisable for up to three years following a participant’s retirement or termination due to disability, and for up to one year for any other termination of employment for reasons other than cause.   The vesting schedule for options granted to the executives in 20152016 is as follows:             Vest Date:   Vest Date:   Vest Date:           Vest Date:   Vest Date:   Vest Date: Name   Grant Date   Shares (#)   Shares (#)   Shares (#)   Shares (#)   Grant Date   Shares (#)   Shares (#)   Shares (#)   Shares (#) R. Johnson   03/25/15   207,900   03/25/16: 69,300   03/25/17: 69,300   03/25/18: 69,300   03/23/16   139,380   03/23/17: 46,460   03/23/18: 46,460   03/23/19: 46,460 L. Peters   03/25/15   32,000   03/25/16: 10,666   03/25/17: 10,667   03/25/18: 10,667   03/23/16   28,510   03/23/17: 9,503   03/23/18: 9,503   03/23/19: 9,504 R. McHugh   03/25/15   32,000   03/25/16: 10,666   03/25/17: 10,667   03/25/18: 10,667 J. Berk   03/25/15   16,000   03/25/16: 5,333   03/25/17: 5,333   03/25/18: 5,334 P. Verma   08/10/15   11,346   08/10/16: 3,782   08/10/17: 3,782   08/10/18: 3,782 S. Jacobs   03/23/16   28,510   03/23/17: 9,503   03/23/18: 9,503   03/23/19: 9,504 L. Kimble   03/23/16   28,510   03/23/17: 9,503   03/23/18: 9,503   03/23/19: 9,504 P. Alviti   03/23/16   14,255   03/23/17: 4,751   03/23/18: 4,752   03/23/19: 4,752   (4) Restricted Stock Units The amounts shown in the table under column (i) represent the number of shares of restricted stock grantedRSUs awarded to Mr. Vermathe executive under the Stock Incentive Plan. This restricted stock awardPlan on the grant date. The RSU awards will vest in equal annual installments beginning one year followingaccording to the date of grant,schedule below, provided, that Mr. Verma continues to be in service withthey remain employed by the Company untilthrough the applicable vesting dates. Mr. Verma has the right to receive all regular cashNo dividends payable after the date of grant to all record holders of our Common Stock. The grant date fair value of the restricted stock award shown in column (l) includes expected dividend payments on the shares.are paid or accrued for RSU awards.             Vest Date:   Vest Date: Name   Grant Date   Shares (#)   Shares (#)   Shares (#) L. Peters   03/23/16   18,812   03/23/19: 9,406   03/23/20: 9,406 S. Jacobs   03/23/16   23,515   03/23/19: 11,757   03/23/20: 11,758 L. Kimble   03/23/16   15,677   03/23/19: 15,677       P. Alviti   03/23/16   15,677   03/23/19: 7,838   03/23/20: 7,839 2017 Proxy Statement 57 Executive Compensation   (5) Grant Date Fair Value The amounts shown in column (l) reflect the aggregate grant date fair value of the restricted stock, RSU, and stock option awards granted in 2015,2016, calculated in accordance with stock-based compensation accounting rules (FASB ASC Topic 718). A discussion of the assumptions used in computing the award values may be found in Note 2221 to our financial statements in our 20152016 Annual Report on Form 10-K. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions and include, where applicable, expected dividend payments at the same rate as paid on our shares of Common Stock.conditions. For option awards, the value is calculated by multiplying the Black-Scholes value by the number of options granted. For restricted stock,RSUs, the fair value is calculated by multiplying the closing price of our Common Stock on the NYSE on the award date by the number of shares granted. For the performance-based RSUs awarded under the Stock Incentive Plan in connection with the 2015-162016-17 long-term performance measurement period, the fair value is calculated based upon the probable outcome of meeting the performance conditions at the target performance level and multiplying the number of units that would be received at that level by the closing price of a share of our Common Stock on the grant date. This is consistent with the estimate of the aggregate compensation cost to be recognized over the service period determined at the grant date under FASB ASC Topic 718. All of these values are shown in the table below.   Name   Black-Scholes Value for Stock Options Granted on March 25, 2015 ($)   Black-Scholes Value for Stock Options Granted on August 10, 2015 ($)   Restricted Stock Awards Granted on August 10, 2015 ($)   Performance- Based RSU Awards Granted on March 25, 2015 ($)   Performance- Based RSU Awards Granted on August 10, 2015 ($) R. Johnson   16.01     —     —     62.11     —   L. Peters   16.01     —     —     62.11     —   R. McHugh   16.01     —     —     62.11     —   J. Berk   16.01     —     —     62.11     —   P. Verma   —     19.84     73.21     —     73.21   K. Hicks   —     —     —     —     —       Black-Scholes           Value for Stock   Performance-Based RSU       Options Granted on   Awards Granted on       March 23, 2016   March 23, 2016   Name   ($)   ($)   R. Johnson   15.78   —   L. Peters   15.78   63.79   S. Jacobs   15.78   63.79   L. Kimble   15.78   63.79   P. Alviti   15.78   63.79     58 20162017 Proxy Statement  |  55 Executive Compensation   Outstanding Equity Awards at Fiscal Year-End The following table shows the number of outstanding stock options, both vested and unvested, and the number of unvested shares of restricted stock and RSUs held by the named executive officers at the end of the 20152016 fiscal year:     Option Awards   Stock Awards   Option Awards   Stock Awards   (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)                                     Equity                                   Equity                                     Incentive                                   Incentive                                 Equity   Plan Awards:                               Equity   Plan Awards:             Equity                   Incentive   Market or           Equity                   Incentive   Market or             Incentive                   Plan Awards:   Payout           Incentive                   Plan Awards:   Payout     Number of   Number of   Plan Awards:               Market   Number of   Value of   Number of   Number of   Plan Awards:               Market   Number of   Value of     Securities   Securities   Number of           Number   Value of   Unearned   Unearned   Securities   Securities   Number of           Number   Value of   Unearned   Unearned     Underlying   Underlying   Securities           of Shares   Shares or   Shares,   Shares,   Underlying   Underlying   Securities           of Shares   Shares or   Shares,   Shares,     Unexercised   Unexercised   Underlying           or Units   Units of   Units or   Units or   Unexercised   Unexercised   Underlying           or Units   Units of   Units or   Units or     Options   Options   Unexercised   Option       of Stock   Stock   Other Rights   Other Rights   Options   Options   Unexercised   Option       of Stock   Stock   Other Rights   Other Rights     (#)   (#)   Unearned   Exercise   Option   That Have   That Have   That Have   That Have   (#)   (#)   Unearned   Exercise   Option   That Have   That Have   That Have   That Have     Exercisable   Unexercisable   Options   Price   Expiration   Not Vested   Not Vested   Not Vested   Not Vested   Exercisable   Unexercisable   Options   Price   Expiration   Not Vested   Not Vested   Not Vested   Not Vested   Name   (1)   (1)   (#)   ($)   Date   (#)(2)   ($)(3)   (#)(2)   ($)(3)   (1)   (1)   (#)   ($)   Date   (#)(2)   ($)(3)   (#)(2)   ($)(3)   R. Johnson     20,000       —       —       23.42       03/28/2017       —       —       —       —     25,000   —   —   9.93   03/25/2019   —   —   —   —       20,000       —       —       18.80       07/30/2017       —       —       —       —     80,000   —   —   15.10   03/23/2020   —   —   —   —       10,000       —       —       11.66       03/26/2018       —       —       —       —     80,000   —   —   18.84   03/23/2021   —   —   —   —       25,000       —       —       9.93       03/25/2019       —       —       —       —     49,000   —   —   30.92   03/21/2022   —   —   —   —       80,000       —       —       15.10       03/23/2020       —       —       —       —     47,000   —   —   34.24   03/28/2023   —   —   —   —       80,000       —       —       18.84       03/23/2021       —       —       —       —     24,666   12,334   —   45.08   03/26/2024   —   —   —   —       49,000       —       —       30.92       03/21/2022       —       —       —       —     36,666   18,334   —   56.35   12/01/2024   —   —   —   —       31,333       15,667       —       34.24       03/28/2023       —       —       —       —     69,300   138,600   —   62.11   03/25/2025   —   —   —   —       12,333       24,667       —       45.08       03/26/2024       —       —       —       —     —   139,380   —   63.79   03/23/2026   —   —   —   —       18,333       36,667       —       56.35       12/01/2024       —       —       —       —     —   —   —   —   —   60,000   4,080,600   —   —       —       207,900       —       62.11       03/25/2025       —       —       —       —     —   —   —   —   —   18,520   1,259,545   —   —       —       —       —       —       —       60,000       4,053,600       —       —     —   —   —   —   —   21,736   1,478,265   —   —       —       —       —       —       —       18,520       1,251,211       —       —     —   —   —   —   —   —   —   20,902   1,421,545       —       —       —       —       —       17,190       1,161,356       —       —     —   —   —   —   —   —   —   64,666   4,397,935       —       —       —       —       —       —       —       21,736       1,468,484       —       —       —       —       —       —       —       29,585       1,998,763   L. Peters     20,000       —       —       23.42       03/28/2017       —       —       —       —     25,000   —   —   11.66   03/26/2018   —   —   —   —       25,000       —       —       11.66       03/26/2018       —       —       —       —     25,000   —   —   9.93   03/25/2019   —   —   —   —       25,000       —       —       9.93       03/25/2019       —       —       —       —     40,000   —   —   24.75   05/26/2021   —   —   —   —       40,000       —       —       24.75       05/26/2021       —       —       —       —     44,000   —   —   30.92   03/21/2022   —   —   —   —       44,000       —       —       30.92       03/21/2022       —       —       —       —     42,000   —   —   34.24   03/28/2023   —   —   —   —       28,000       14,000       —       34.24       03/28/2023       —       —       —       —     22,666   11,334   —   45.08   03/26/2024   —   —   —   —       11,333       22,667       —       45.08       03/26/2024       —       —       —       —     10,666   21,334   —   62.11   03/25/2025   —   —   —   —       —       32,000       —       62.11       03/25/2025       —       —       —       —     —   28,510   —   63.79   03/23/2026   —   —   —   —       —       —       —       —       —       20,000       1,351,200       —       —     —   —   —   —   —   20,000   1,360,200   —   —       —       —       —       —       —       7,759       524,198       —       —     —   —   —   —   —   18,812   1,279,404   —   —       —       —       —       —       —       —       —       7,657       517,307     —   —   —   —   —   7,657   520,753   —   —       —       —       —       —       —       —       —       7,306       493,593     —   —   —   —   —   —   —   5,162   351,068   R. McHugh     80,000       —       —       15.10       03/23/2020       —       —       —       —     —   —   —   —   —   —   —   11,905   809,659   S. Jacobs   8,000   —   —   34.24   03/28/2023   —   —   —   —       80,000       —       —       18.84       03/23/2021       —       —       —       —     6,333   6,334   —   45.08   03/26/2024   —   —   —   —       44,000       —       —     �� 30.92       03/21/2022       —       —       —       —     9,066   4,534   —   56.35   12/01/2024   —   —   —   —       28,000       14,000       —       34.24       03/28/2023       —       —       —       —     7,000   14,000   —   62.11   03/25/2025   —   —   —   —       11,333       22,667       —       45.08       03/26/2024       —       —       —       —     —   28,510   —   63.79   03/23/2026   —   —   —   —       —       32,000       —       62.11       03/25/2025       —       —       —       —     —   —   —   —   —   23,515   1,599,255   —   —       —       —       —       —       —       20,000       1,351,200       —       —     —   —   —   —   —   10,000   680,100   —   —       —       —       —       —       —       9,240       624,254       —       —     —   —   —   —   —   9,147   622,087   —   —       —       —       —       —       —       —       —       9,120       616,147     —   —   —   —   —   —   —   6,910   469,949       —       —       —       —       —       —       —       8,127       549,060     —   —   —   —   —   —   —   14,991   1,019,538   J. Berk     20,000       —       —       23.42       03/28/2017       —       —       —       —   L. Kimble   12,666   6,334   —   45.08   03/26/2024   —   —   —   —     7,000   14,000   —   62.11   03/25/2025   —   —   —   —     —   28,510   —   63.79   03/23/2026   —   —   —   —     —   —   —   —   —   15,677   1,066,193   —   —     —   —   —   —   —   7,250   493,073   —   —     —   —   —   —   —   —   —   5,093   346,375     —   —   —   —   —   —   —   11,464   779,667   P. Alviti   8,333   5,667   —   45.08   03/26/2024   —   —   —   —       25,000       —       —       11.66       03/26/2018       —       —       —       —     5,333   10,667   —   62.11   03/25/2025   —   —   —   —       40,000       —       —       18.84       03/23/2021       —       —       —       —     —   14,255   —   63.79   03/23/2026   —   —   —   —       22,000       —       —       30.92       03/21/2022       —       —       —       —     —   —   —   —   —   10,000   680,100   —   —       14,000       7,000       —       34.24       03/28/2023       —       —       —       —     —   —   —   —   —   15,677   1,066,193   —   —       5,666       11,334       —       45.08       03/26/2024       —       —       —       —     —   —   —   —   —   6,302   428,599   —   —       —       16,000       —       62.11       03/25/2025       —       —       —       —     —   —   —   —   —   —   —   4,053   275,645       —       —       —       —       —       6,892       465,624       —       —     —   —   —   —   —   —   —   8,642   587,742       —       —       —       —       —       —       —       6,620       447,247       —       —       —       —       —       —       —       5,900       398,604   P. Verma     —       11,346       —       73.21       08/10/2025       —       —       —       —       —       —       —       —       —       6,830       461,435       —       —       —       —       —       —       —       6,830       461,435       —       —       —       —       —       —       —       6,830       461,435       —       —       —       —       —       —       —       —       —       898       60,669       —       —       —       —       —       —       —       3,407       230,177   K. Hicks     200,000       —       —       10.10       08/25/2019       —       —       —       —       300,000       —       —       15.10       03/23/2020       —       —       —       —       400,000       —       —       18.84       03/23/2021       —       —       —       —       —       —       —       —       —       36,207       2,446,145       —       —       —       —       —       —       —       —       —       22,598       1,526,721     56  |  20162017 Proxy Statement 59 Executive Compensation   Notes to Table on Outstanding Equity Awards at Fiscal Year-End (1) TheVesting Schedulesfor the options shown in columns (b) and (c) are as follows:       Total                     Securities Underlying       Vesting Date for 1/3   Vesting Date for 1/3   Vesting Date for 1/3 Name   Unexercised Options (#)   Date of Grant   of Total Grant   of Total Grant   of Total Grant R. Johnson 20,000 03/28/2007 03/28/2008 03/28/2009 03/28/2010 20,000 07/30/2007 07/30/2008 07/30/2009 07/30/2010 10,000 03/26/2008 03/26/2009 03/26/2010 03/26/2011     25,000     03/25/2009   03/25/2010   03/25/2011   03/25/2012       80,000     03/23/2010   03/23/2011   03/23/2012   03/23/2013       80,000     03/23/2011   03/23/2012   03/23/2013   03/23/2014       49,000     03/21/2012   03/21/2013   03/21/2014   03/21/2015       47,000     03/28/2013   03/28/2014   03/28/2015   03/28/2016       37,000     03/26/2014   03/26/2015   03/26/2016   03/26/2017       55,000     12/01/2014   12/01/2015   12/01/2016   12/01/2017       207,900     03/25/2015   03/25/2016   03/25/2017   03/25/2018       630,900139,380 03/23/2016 03/23/2017 03/23/2018 03/23/2019 720,280                   L. Peters 20,000 03/28/2007 03/28/2008 03/28/2009 03/28/2010     25,000     03/26/2008   03/26/2009   03/26/2010   03/26/2011       25,000     03/25/2009   03/25/2010   03/25/2011   03/25/2012       40,000     05/26/2011   05/26/2012   05/26/2013   05/26/2014       44,000     03/21/2012   03/21/2013   03/21/2014   03/21/2015       42,000     03/28/2013   03/28/2014   03/28/2015   03/28/2016       34,000     03/26/2014   03/26/2015   03/26/2016   03/26/2017       32,000     03/25/2015   03/25/2016   03/25/2017   03/25/2018       262,00028,510 03/23/2016 03/23/2017 03/23/2018 03/23/2019 270,510                   R. McHughS. Jacobs     80,000 03/23/2010 03/23/2011 03/23/2012 03/23/2013 80,000 03/23/2011 03/23/2012 03/23/2013 03/23/2014 44,000 03/21/2012 03/21/2013 03/21/2014 03/21/2015 42,0008,000     03/28/2013   03/28/2014   03/28/2015   03/28/2016       34,00012,667     03/26/2014   03/26/2015   03/26/2016   03/26/2017       32,00013,600 12/01/2014 12/01/2015 12/01/2016 12/01/2017 21,000     03/25/2015   03/25/2016   03/25/2017   03/25/2018       312,00028,510 03/23/2016 03/23/2017 03/23/2018 03/23/2019 83,777                   J. BerkL. Kimble     20,000 03/28/2007 03/28/2008 03/28/2009 03/28/2010 25,00019,000     03/26/20082014   03/26/20092015   03/26/20102016   03/26/2011 40,000 03/23/2011 03/23/2012 03/23/2013 03/23/2014 22,000 03/21/2012 03/21/2013 03/21/2014 03/21/20152017       21,000     03/28/2013 03/28/2014 03/28/25/2015   03/28/25/2016 03/25/2017 03/25/2018       17,00028,510 03/23/2016 03/23/2017 03/23/2018 03/23/2019 68,510 P. Alviti 14,000     03/26/2014   03/26/2015   03/26/2016   03/26/2017       16,000     03/25/2015   03/25/2016   03/25/2017   03/25/2018       161,00014,255     P. Verma 11,346 08/10/2015 08/10/03/23/2016   08/10/03/23/2017   08/10/03/23/2018 03/23/2019       11,346 K. Hicks 200,000 08/25/2009 08/25/2010 08/25/2011 08/25/2012 300,000 03/23/2010 03/23/2011 03/23/2012 03/23/2013 400,000 03/23/2011 03/23/2012 03/23/2013 03/23/2014 900,00044,255                                               (2) The vesting dates for the restricted stock and RSU awards shown in columns (g) and (i) are set forth in the table below. The RSU awards shown in column (g) granted in 20132014 were earned following the end of the 20142015 fiscal year when the Compensation Committee certified the achievement of the performance goals at above-target performance for the 2013-142014-15 long-term performance measurement period and vested in March 2016;2017; the RSU awards shown in column (i) granted in 20142015 for the 2014-152015-16 performance period were earned following the end of the 20152016 fiscal year when the Compensation Committee certified the achievement of above-target performance for the 2015-16 long-term performance measurement period and will vest in 2018; and the RSU awards shown in column (i) granted in 2016 will be earned only if the maximum performance goals for the 2016-17 performance measurement period are achieved and, if earned, will vest in 2019.   60 20162017 Proxy Statement  |  57 Executive Compensation   certified the achievement of above-target performance for the 2014-15 long-term performance measurement period and will vest in 2017; and the RSU awards shown in column (i) granted in 2015 will be earned only if the maximum performance goals for the 2015-16 performance measurement period are achieved and, if earned, will vest in 2018. Due to Mr. Hicks’ retirement in 2015, he earned the pro rata portion of his long-term incentive award for the 2014-15 performance measurement period, as shown in the table, and this amount will be paid to him at the same time as the payouts to the other named executive officers in 2017. Name   Date of Grant   Type of Award   Shares/RSUs (#)   Vesting Date R. Johnson 03/28/2013 RSU 17,190 03/28/2016   03/26/2014   RSU   21,736   03/26/2017     03/26/2014   Restricted Stock   60,000   03/26/2017     12/01/2014   Restricted Stock   18,520   12/01/2017     03/25/2015   RSU   29,585 20,902   03/25/2018   03/23/2016 RSU 64,666 03/23/2019 L. Peters   03/28/201326/2014   RSU   7,759 7,657   03/28/2016 26/2017     03/26/2014   Restricted Stock   20,000   03/26/2017 03/25/2015 RSU 5,162 03/25/2018 03/23/2016 RSU 9,406 03/23/2019 03/23/2016 RSU 9,406 03/23/2020 03/23/2016 RSU 11,905 03/23/2019 S. Jacobs   03/26/20172014   RSU 9,147 03/26/2017     03/26/2014   RSU   7,657 10,000   03/26/31/2017     03/25/2015   RSU   7,306 6,910   03/25/2018 R. McHugh   03/28/201323/2016   RSU   9,24011,757 03/23/2019     03/28/23/2016   RSU 11,758 03/23/2020 03/23/2016 RSU 14,991 03/23/2019 L. Kimble 03/26/2014 RSU 7,250 03/26/2017 03/25/2015 RSU 5,093 03/25/2018 03/23/2016 RSU 15,677 03/23/2019 03/23/2016 RSU 11,464 03/23/2019 P. Alviti 03/26/2014 RSU 6,302 03/26/2017     03/26/2014   Restricted Stock   20,000 10,000   03/26/2017 03/26/2014 RSU 9,120 03/26/2017     03/25/2015   RSU   8,127 4,053   03/25/2018 J. Berk   03/28/201323/2016   RSU   6,892 7,838   03/28/2016 23/2019     03/26/201423/2016   RSU   6,620 7,839   03/26/2017 23/2020     03/25/201523/2016   RSU   5,900 8,642   03/25/2018 P. Verma 08/10/2015 Restricted Stock 6,830 08/10/2016 08/10/2015 RSU 898 03/26/2017 08/10/2015 Restricted Stock 6,830 08/10/2017 08/10/2015 RSU 3,407 03/25/2018 08/10/2015 Restricted Stock 6,830 08/10/2018 K. Hicks 03/28/2013 RSU 36,207 03/28/2016 03/26/2014 RSU 22,598 * 03/26/2017 23/2019 * Due to Mr. Hicks’ retirement in 2015, he earned the pro rata portion of his long-term incentive award for the 2014-15 performance measurement period, as shown in the table, and this amount will be paid to him at the same time as the payouts to the other named executive officers in 2017. (3) Value calculated by multiplying the number of unvested shares or units by the closing price of $67.56$68.01 on January 29, 2016,27, 2017, which was the last business day of the 20152016 fiscal year. The values shown in columns (h) and (j) for the RSUs are based on:   • the number of RSUs at above-target performance earned for the 2013-142014-15 performance period, which vested in March 2016;2017;         • the number of RSUs at above-target performance earned for the 2014-152015-16 performance period, which will vest in March 2017;2018; and         • the number of RSUs that may be earned at maximum performance for the 2015-162016-17 long-term performance period.   58  |  20162017 Proxy Statement 61 Executive Compensation   Option Exercises and Stock Vested The following table provides information on the stock options exercised by the named executive officers during 20152016 and restricted stock and RSU awards that vested during the year:       Options Awards   Stock Awards   (a)   (b)   (c)   (d)   (e)       Number of Shares       Number of Shares           Acquired on   Value Realized   Acquired on   Value Realized   Name   Exercise(#)   on Exercise($)   Vesting(#)   on Vesting($)   R. Johnson     —       —       27,491       1,723,686     L. Peters     65,000       3,225,875       12,129       760,488     R. McHugh     75,000       3,499,750       15,403       965,768     J. Berk     50,000       1,736,625       11,850       742,995     P. Verma     —       —       —       —     K. Hicks     1,459,333 *     56,079,633 *     99,258       6,192,027     * Includes 1,059,333 shares acquired upon exercise by Mr. Hicks after his retirement in 2015.     Options Awards   Stock Awards (a)   (b)   (c)   (d)   (e) Name   Number of Shares Acquired on Exercise(#)   Value Realized on Exercise($)   Number of Shares Acquired on Vesting(#)   Value Realized on Vesting($) R. Johnson     50,000       2,463,500       17,190       1,120,788   L. Peters     20,000       896,600       7,759       505,887   S. Jacobs     —       —       8,817       574,868   L. Kimble     30,667       1,149,245       26,137       1,690,132   P. Alviti     10,000       385,470       15,297       893,864     Pension Benefits The following table provides the present value of the accumulated benefit payable to each of the named executive officers and the years of service credited to each of them under the Retirement Plan, the Excess Plan, and the SERP determined using interest rate and mortality rate assumptions consistent with those used in our 20152016 financial statements:   (a)   (b)   (c)   (d)   (e)   (b)   (c)   (d)   (e)     Number of Years   Present Value of   Payments During     Credited Service   Accumulated Benefit   Last Fiscal Year Name   Plan Name   (#)(1)   ($)(1)   ($)   Plan Name   Number of Years Credited Service  (#)(1)   Present Value of Accumulated Benefit ($)(1)   Payments During Last Fiscal Year ($) R. Johnson   Retirement Plan   17     155,347       —     Retirement Plan     18       174,383       —     Excess Plan   17     486,529             Excess Plan     18       619,196             SERP   13     1,607,485             SERP     14       1,859,225                   2,249,361                       2,652,804           L. Peters   Retirement Plan   17     165,845       —     Retirement Plan     18       186,739       —     Excess Plan   17     277,593             Excess Plan     18       330,264             SERP   14     1,070,905             SERP     15       1,202,966                   1,514,343                       1,719,969           R. McHugh   Retirement Plan   17     151,905       —   S. Jacobs   Retirement Plan     17       157,065       —     Excess Plan   17     370,700             Excess Plan     17       309,222             SERP   11     1,036,917             SERP     8       910,138                   1,559,522                       1,376,425           J. Berk   Retirement Plan   18     158,491       —   L. Kimble   Retirement Plan     37       607,193       —     Excess Plan   18     361,734             Excess Plan     37       654,606             SERP   16     1,576,846             SERP     7       609,353                   2,097,071                       1,871,152           P. Verma   Retirement Plan   0     —       —     Excess Plan   0     —             SERP   1     49,650                   49,650           K. Hicks   Retirement Plan   6     28,749       1,229   P. Alviti   Retirement Plan     2       16,477       —     Excess Plan   6     —       272,807     Excess Plan     2       36,886             SERP   7     1,547,256       388,933     SERP     4       306,125                   1,576,005       662,969               359,488                                                         62 20162017 Proxy Statement  |  59 Executive Compensation   Notes to Pension Benefits Table (1) In general, the present value of accumulated benefits was determined using the same measurement date (January 30, 2016)28, 2017) and assumptions used for financial reporting purposes. Expected retirement age for the Retirement Plan and the Excess Plan is equal to normal retirement age as defined by the plans. For the SERP, the age at which participants become eligible for retirement under the plan is used as the expected retirement age. The following key assumptions were used in calculating the values in the table above:   • ASC 715 discount rate of 4.1%4.0% for the Retirement Plan and ASC 715 discount rate of 3.3%3.4% for the Excess Plan and the SERP;   • Retirement age is assumed to be 65 for the Retirement Plan and the Excess Plan; for the SERP, the retirement age is assumed to be when age plus years of service equals 65 for participants in the plan on May 26, 2011 and, for participants in the SERP after this date, when the participant reaches age 55 with 10 years of service; and   • Form of payment for the Retirement Plan and the Excess Plan is a lump sum and form of payment for the SERP is 12 quarterly installments.   The years of service for the SERP reflect the number of years that the executive has been approved by the Compensation Committee as a participant in that plan. Mr. Verma’s and Mr. Hicks’ years of service under the Retirement Plan and the Excess Plan are less than the number of years of credited service under the SERP because of the requirement that an employee must complete a year of eligibility service before becoming eligible for participation in these plans.   Defined Benefit Retirement Plans   Foot Locker Retirement Plan The Retirement Plan is a defined benefit plan with a cash balance formula, which covers eligible employees of the Company and substantially all of its U.S. subsidiaries. All qualified employees who are at least 21 years old with one year of service are covered under the Retirement Plan. Plan participants become fully vested in their benefits under this plan generally upon completion of three years of service or upon reaching normal retirement age (age 65) while actively employed.   Under the cash balance formula, each participant has an account, for record keeping purposes only, to which credits are allocated annually based upon a percentage of the participant’s W-2 Compensation, as defined in the Retirement Plan. This percentage is determined by the participant’s years of service with the Company as of the beginning of each calendar year. The following table shows the percentages used to determine credits for each of the years of service indicated:   Years of Service   Percent of All W-2 Compensation (%) + Percent of W-2 Compensation Over $22,000 (%) Fewer than 6     1.10       0.55   6–10     1.50       0.75   11–15     2.00       1.00   16–20     2.70       1.35   21–25     3.70       1.85   26–30     4.90       2.45   31–35     6.60       3.30   More than 35     8.90       4.45     In addition, all balances in the participants’ accounts earn interest at the fixed rate of 6%, which is credited annually. At retirement or other termination of employment, an amount equal to the vested balance then credited to the account under the Retirement Plan is payable to the participant in the form of a qualified joint and survivor annuity (if the participant is married) or a life annuity (if the participant is unmarried). The participant may elect to waive the annuity form of benefit and 60  |  2016 Proxy Statement Executive Compensation receive benefits under the plan upon retirement in an optional annuity form or an immediate or deferred lump sum, or, upon other termination of employment, in a lump sum. Additional optional forms of payment are available to participants who were participating in the Retirement Plan as of December 31, 1995. 2017 Proxy Statement 63 Executive Compensation   Foot Locker Excess Cash Balance Plan The Internal Revenue Code limits annual retirement benefits that may be paid to, and the compensation that may be taken into account in calculating benefits for, any person under a qualified retirement plan, such as the Retirement Plan. Accordingly, for any person covered by the Retirement Plan whose annual retirement benefit, calculated in accordance with the terms of the Retirement Plan, exceeds the limitations of the Internal Revenue Code, the Company has adopted the Foot Locker Excess Cash Balance Plan (the “Excess Plan”). The Excess Plan is an unfunded, nonqualified benefit plan, under which the individual is paid the difference between the Internal Revenue Code limitations and the retirement benefit to which he or she would otherwise be entitled under the Retirement Plan.   Early Retirement Eligibility The Retirement Plan provides for a reduced benefit payment to a participant who retires after reaching early retirement age but prior to normal retirement age. Early retirement age is defined under the Retirement Plan and the Excess Plan as age 55 with at least 5 years of vesting service. Of the named executive officers, Mr. Johnson, Mr. McHugh,Ms. Peters, and Mr. BerkKimble are currently eligible for early retirement under these plans. Mr. Hicks was eligible for early retirement under the plans and elected early retirement in 2015.   Foot Locker Supplemental Executive Retirement Plan In addition, the SERP, which is an unfunded, nonqualified benefit plan, provides for payment by the Company of supplemental retirement, death, and disability benefits to certain executive officers and certain other key employees of the Company and its subsidiaries who participate in this plan. The Compensation Committee sets an annual targeted incentive award under the SERP for each participant consisting of a percentage of salary and bonus based on the Company’s performance against the target. Achievement of the target causes an 8% credit to a participant’s account for that year. The applicable percentage for the year increases or decreases proportionately to the percentage of the Company’s performance in relation to the target, but may not be less than 4% or more than 12% in any year. Participants’ accounts accrue simple interest at the rate of 6% annually.   The named executive officers and fivesix other executive officers of the Company currently participate in the SERP. Participants in the SERP prior to May 26, 2011 are eligible to receive a benefit only if their age plus years of service at retirement equals at least 65. For persons who become participants in the SERP on or after this date, they would be eligible to receive a benefit only if they are at least age 55 at retirement with 10 years of service. Other than Mr. Verma,Ms. Alviti, each of the named executive officers participated in the SERP on May 26, 2011 and has age plus years of service totaling at least 65. Mr. VermaMs. Alviti became a participant in the SERP when he commenced hisupon her employment commencement date in August 2015,June 2013 and heshe is not currently vested in the plan. Mr. Hicks met the age and service requirement at the time of his retirement and has begun receiving a benefit under the plan.   If a participant’s employment terminates due to death or disability, he (or his estate) would be entitled to payment of his SERP balance. A participant’s SERP benefit is paid in 12 quarterly installments following retirement, with the first two quarters payable no earlier than six months following retirement. Upon death or disability, a participant’s SERP benefit is paid in a lump sum. For participants in the plan prior to February 2, 2014, the SERP provides for the continuation of medical and dental insurance benefits if an executive meets the applicable age and service requirements when his employment terminates. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. The terminated executive would be required to pay the insurance premium applicable to actively employed senior executives, including any increases in the premiums, and the Company would pay the difference between the actual premium rate and the active employee rate.   64 20162017 Proxy Statement  |  61 Executive Compensation   2015 Nonqualified Deferred Compensation   (a)   (b)   (c)   (d)   (e)   (f)   (b)   (c)   (d)   (e)   (f)   Executive   Registrant   Aggregate   Aggregate   Aggregate   Contributions   Contributions   Earnings   Withdrawals/   Balance at   in Last FY   in Last FY   in Last FY   Distributions   Last FYE Name   ($)   ($)(1)   ($)   ($)   ($)(2)   Executive Contributions in Last FY ($)   Registrant Contributions in Last FY ($)(1)   Aggregate Earnings in Last FY ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last FYE ($)(2) R. Johnson     —       1,146,622       —       —       1,772,841       —       1,298,194       —       —       2,444,816   L. Peters     —       345,145       —       —       610,795       —       320,574       —       —       665,719   R. McHugh     —       411,119       —       —       727,484   J. Berk     —       298,427       —       —       534,384   P. Verma     —       65,703       —       —       65,703   K. Hicks     —       1,018,713       —       —       2,258,413   S. Jacobs     —       430,371       —       —       842,712   L. Kimble     —       317,244       —       —       644,062   P. Alviti     —       251,691       —       —       535,748     (1) The amounts shown in column (c) in the table above are reported as 20152016 compensation in the Summary Compensation Table and reflect the cash portion of the earned LTIP award for the 2014-152015-16 performance measurement period. The payout of these amounts to the named executive officers is automatically deferred under the terms of the award and will be paid in March 2017,2018, provided the executives other than Mr. Hicks, continue in service with the Company on the payout date. Due to Mr. Hicks’ retirement in 2015, he earned the pro rata portion of his LTIP award for the 2014-15 performance measurement period shown in the table, and this amount will be paid to him at the same time as the payouts to the other named executive officers in 2017. No earnings are accrued on these amounts. (2) The aggregate balances shown in column (f) equal the sum of the amounts shown in column (c) for the 2014-152015-16 long-term performance measurement period plus the cash portion of the executives’ earned LTIP awards for the 2013-142014-15 performance measurement period reported as 20142015 compensation that was paid out in March 2016,2017, as follows:   Name   Earned Cash LTIP Award For the 2013-142014-15 Performance Period Name Paid in March 20162017 ($) R. Johnson     626,2191,146,622   L. Peters     265,650345,145   R. McHughS. Jacobs     316,365412,341   J. BerkL. Kimble     235,957326,818   P. VermaAlviti     — K. Hicks 1,239,700284,057     62  |  20162017 Proxy Statement 65 Executive Compensation   Potential Payments Upon Termination or Change in Control   The executives’ employment agreements and certain of the plans and programs that executives participate in require the Company to pay compensation to the executives if their employment terminates inunder certain circumstances. The estimated amount of compensation, benefits, and vesting of restricted stock, RSUs, and stock options that may be payable to the named executive officers following termination of their employment, including amounts already vested, is stated in the tables below. Other than with regard to Mr. Hicks, who retired on May 20, 2015, theThe information in the tables assumes a termination date of January 30, 2016.28, 2017.   Richard A. Johnson                             Senior           Vesting of   LTIP       Excess   Continuation   Executive     Reason for   Severance   RS, RSUs and   Payout   SERP   Cash Balance   of Health   Life     Termination   Payment ($)   Options ($)   Eligibility ($)   Benefit ($)   Plan Benefit ($)   Benefits ($)   Insurance ($)   Total ($) Reason for Termination   Severance  Payment ($)   Vesting of RS, RSUs and Options ($)   LTIP Payout Eligibility ($)   SERP Benefit ($)   Excess Cash Balance Plan Benefit ($)   Continuation of Health Benefits ($)   Senior Executive Life Insurance ($)   Total ($) By Company Without Cause or By Executive if Company Breaches Employment Agreement     4,991,278       1,468,484       —       1,680,213       407,251       843,000       —       9,390,226       4,712,375   1,421,545   —     1,945,883       534,989       899,958       —       9,514,750       (1)       (2)               (3)       (4)                               (1)       (2)               (3)       (4)                           Executive Resigns Before End of Term     —       —       —       1,680,213       407,251       843,000       —       2,930,464       —   —   —   1,945,883   534,989   899,958   —   3,380,830                               (3)       (4)                                                       (3)       (4)                           Following Change in Control: By Executive for Good Reason or By Company Without Cause     4,750,000       20,757,417       2,232,216       1,680,213       407,251       843,000       —       30,670,097       5,525,000   11,241,956   3,132,316   1,945,883   534,989   899,958   —   23,280,102   (6)     (7)       (8)       (9)       (3)       (4)       (5)                       (7)       (8)       (9)       (3)       (4)       (5)                   Disability     —       14,864,057       2,232,216       1,680,213       407,251       843,000       —       20,026,737       —       10,440,963       3,132,316       1,945,883       534,989       899,958       —       16,954,109               (10)       (11)       (12)       (4)       (5)(13)                               (10)       (11)       (12)       (4)       (5)(13)                   Death     —       14,864,057       2,232,216       1,680,213       407,251       —       1,050,000       20,233,737       —       10,440,963       3,132,316       1,945,883       534,989       —       1,100,000       17,154,151               (10)       (11)       (12)       (4)               (14)                       (10)       (11)       (12)       (4)               (14)           Retirement     —       9,559,245       2,232,216       1,680,213       407,251       843,000       —       14,721,925       —       5,100,818       3,132,316       1,945,883       534,989       899,958       —       11,613,964               (15)       (11)       (3)       (4)       (5 )                             (15)       (11)       (3)       (4)       (5)                   Cause     —       —       —       —       407,251       —       —       407,251       —       —       —       —       534,989       —       —       534,989                                       (4)                                                           (4)                             Notes to Table on Richard A. Johnson (1) This severance amount includes the following items provided for under Mr. Johnson’s employment agreement:       Salary continuation for 24 months.Payment of the first six months of salary continuation would be made six months following termination, and the remaining payments would then be made on a monthly basis ($2,100,000)2,200,000).       Annual bonus for 2015.2016.Payment of this bonus would be made at the same time as payments are made to other participants in the plan and within two and one-half months following the end of the 20152016 fiscal year ($1,719,656)1,189,181).       Cash portion of the LTIP award earned for the 2014-152015-16 performance measurement period.The LTIP award earned for this performance period is payable one-half in cash and one-half in RSUs and is based on the achievement of the performance 2016 Proxy Statement  |  63 Executive Compensation goals at the actual payout level. The cash portion of the earned LTIP award for this period would be paid out in March 20172018 at the same time as the payouts are made to the other participants ($1,146,622)1,298,194). 66 2017 Proxy Statement Executive Compensation   Outplacement.The approximate cost of one year of outplacement services ($25,000).     (2) Represents the value of the 21,73620,902 RSUs earned at the actual performance level for the 2014-152015-16 long-term performance period, valued at the closing price ($67.56)68.01) of the Common Stock on January 29, 2016.27, 2017. This stock portion of the earned long-term bonus for this period would be paid out in March 2017 at the same time as the payouts are made to the other participants. The actual value of the stock portion of the LTIP award payable to the executive in March 2017 would depend upon the Company’s stock price at that time.     (3) This amount is the total benefit payable under the SERP. The payments would be made quarterly over a three-year period. The first two quarterly payments would be made on the first day of the calendar quarter that occurs six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.     (4) Benefit payable as of January 30, 201628, 2017 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.     (5) Executive would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits.     (6) This covers termination by the Company without Cause or by the executive for Good Reason during the two-year period following a Change in Control.     (7) The severance amount equals two times the sum of executive’s annual base salary ($1,050,000)1,100,000) plus annual bonus at target ($1,312,500)1,650,000). Payment would be made in a lump sum six months following termination. The severance amount also includes the approximate cost of one year of outplacement services ($25,000). If the payments or benefits received by the executive following a Change in Control are subject to the excise tax under Section 4999 of the Internal Revenue Code (“Section 4999”), then the Company would automatically reduce the executive’s payments and benefits to an amount equal to $1 less than the amount that would subject him to the excise tax, as long as the reduced amount would result in a greater benefit to him compared to the unreduced amount on a net after-tax basis.     (8) The amount shown represents the sum of the (A) value of 78,520 shares of restricted stock that would vest; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (17,190(21,736 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance period (21,736(20,902 RSUs), and (iii) pro rated target level achievement of the performance goals for the 2015-162016-17 performance measurement period (7,397(16,167 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 215,601308,648 stock options that would vest. The RSUs would become immediately vested and payable. The restricted stock and RSUs were valued at $67.56.$68.01.     (9) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2013-142014-15 performance measurement period at the actual payout level ($626,219)1,146,622), (ii) 2014-152015-16 performance period at the actual payout level ($1,146,622)1,298,194), and (iii) 2015-162016-17 performance measurement period at the target payout level pro rated to the termination date ($459,375)687,500). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter.     (10) The amount shown represents the sum of the (A) value of 78,520 shares of restricted stock, which the Compensation Committee may, but is not obligated to, accelerate vesting of some or all of these shares; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (17,190(21,736 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance measurement period (21,736(20,902 RSUs), and (iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (7,397(16,167 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 115,633146,428 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The restricted stock and RSUs were valued at 64  |  2016 Proxy Statement Executive Compensation $67.56. $68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively. 2017 Proxy Statement 67 Executive Compensation (11) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period based on the actual level of achievement of the performance goals ($626,219), (ii) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($1,146,622), (ii) 2015-16 performance measurement period based on the actual level of achievement of the performance goals ($1,298,194), and (iii) 2015-162016-17 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($459,375)687,500). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016, 2017, 2018, and 2018,2019, respectively.     (12) Benefit under the SERP payable in a lump sum following the determination of disability or the date of death.     (13) The benefit amount assumes the executive does not qualify for disability benefits under Medicare.     (14) Senior executive life insurance is payable following death in a lump sum to the executive’s beneficiary.     (15) The amount shown represents the sum of the (A) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (17,190(21,736 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance measurement period (21,736(20,902 RSUs), and (iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (7,397(16,167 RSUs); and (B) intrinsic value on January 30, 201628, 2017 of 115,633146,428 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The RSUs were valued at $67.56.$68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively.   68 20162017 Proxy Statement  |  65 Executive Compensation   Lauren B. Peters                     Excess                   Vesting of           Cash       Senior           RS, RSUs   LTIP       Balance   Continuation   Executive     Reason for   Severance   and   Payout   SERP   Plan   of Health   Life     Termination   Payment ($)   Options ($)   Eligibility ($)   Benefit ($)   Benefit ($)   Benefits ($)   Insurance ($)   Total ($) Reason for Termination   Severance Payment ($)   Vesting of RS, RSUs and Options ($)   LTIP Payout Eligibility ($)   SERP Benefit ($)   Excess Cash Balance Plan Benefit ($)   Continuation of Health Benefits ($)   Senior Executive Life Insurance ($)   Total ($) By Company Without Cause     907,500       —       —       1,119,356       212,711       983,804       —       3,223,371     1,012,500   —   —   1,259,037   262,086   1,051,962   —   3,585,585     (1)                       (2)       (3)       (4)                     (1)           (2)   (3)   (4)         By Executive for Good Reason     907,500       779,376       —       1,119,356       212,711       983,804       —       4,002,747     1,012,500   362,921   —   1,259,037   262,086   1,051,962   —   3,948,506     (1)       (5)               (2)       (3)       (4)                     (1)   (5)       (2)   (3)   (4)         Executive Resigns Before End of Term     —       —       —       1,119,356       212,711       983,804       —       2,315,871     —   —   —   1,259,037   262,086   1,051,962   —   2,573,085                             (2)       (3)       (4)                                 (2)   (3)   (4)         Following Change in Control: By Executive for Good Reason or By Company Without Cause     1,603,250       3,666,571       724,233       1,119,356       212,711       983,804       —       8,309,925     1,856,250   4,219,928   792,282   1,259,037   262,086   1,051,962   —   9,441,545 (6)     (7)       (8)       (9)       (2)       (3)       (4)                     (7)   (8)   (9)   (2)   (3)   (4)         Disability     —       3,295,513       724,233       1,119,356       212,711       983,804       —       6,335,617     —   4,076,784   792,282   1,259,037   262,086   1,051,962   —   7,442,151             (10)       (11)       (12)       (3)       (4)(13)                         (10)   (11)   (12)   (3)   (4)(13)         Death     —       3,295,513       724,233       1,119,356       212,711       —       605,000       5,956,813     —   4,076,784   792,282   1,259,037   262,086   —   675,000   7,065,189             (10)       (11)       (12)       (3)               (14)                 (10)   (11)   (12)   (3)       (15)     Retirement   —   1,437,180   792,282   1,259,037   262,086   1,051,962   —   4,802,547       (14)   (11)   (2)   (3)   (4)         Cause     —       —       —       —       212,711       —       —       212,711     —   —   —   —   262,086   —   —   262,086                                     (3)                                             (3)               Notes to Table on Lauren B. Peters (1) The severance amount equals one-and-a-half times the executive’s annual salary.     (2) This amount is the total benefit payable under the SERP. The payments would be made quarterly over a three-year period. The first two quarterly payments would be made on the first day of the calendar quarter that occurs six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.     (3) Benefit payable as of January 30, 201628, 2017 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.     (4) Executive would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits.     (5) The amount shown represents the intrinsic value on January 30, 201628, 2017 of 35,99931,503 stock options that would vest.     (6) This covers termination by the Company without Cause or by the executive for Good Reason within 24 months following a Change in Control. 66  |  2016 Proxy Statement Executive Compensation (7) The severance amount equals two times the executive’s annual salary plus annual bonus at target under the Annual Bonus Plan or other annual incentive plan applicable to the executive. If the payments or benefits received by the executive following a 2017 Proxy Statement 69 Executive Compensation Change in Control are subject to the excise tax under Section 4999, then the Company would automatically reduce the executive’s payments and benefits to an amount equal to $1 less than the amount that would subject her to the excise tax, as long as the reduced amount would result in a greater benefit to her compared to the unreduced amount on a net after-tax basis.     (8) The amount shown represents the sum of the (A) value of 20,00038,812 shares of restricted stock that would vest; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (7,759(7,657 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance period (7,657(5,162 RSUs), and (iii) pro rated target level achievement of the performance goals for the 2015-162016-17 performance measurement period (1,827(2,977 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 68,66761,178 stock options that would vest. The RSUs would become immediately vested and payable. The restricted stock and RSUs were valued at $67.56.$68.01.     (9) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2013-142014-15 performance measurement period at the actual payout level ($265,650)345,145), (ii) 2014-152015-16 performance period at the actual payout level ($345,145)320,574), and (iii) 2015-162016-17 performance measurement period at the target payout level pro rated to the termination date ($113,438)126,563). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter.     (10) The amount shown represents the sum of the (A) value of 20,00038,812 shares of restricted stock, which the Compensation Committee may, but is not obligated to, accelerate vesting of some or all of these shares; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (7,759(7,657 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance measurement period (7,657(5,162 RSUs), and (iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (1,827(2,977 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 35,99931,503 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The restricted stock and RSUs were valued at $67.56.$68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively.     (11) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period based on the actual level of achievement of the performance goals ($265,650), (ii) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($345,145), (ii) 2015-16 performance measurement period based on the actual level of achievement of the performance goals ($320,574), and (iii) 2015-162016-17 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($113,438)126,563). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016, 2017, 2018, and 2018,2019, respectively.     (12) Benefit under the SERP benefit payable in a lump sum following the determination of disability or the date of death.     (13) The benefit amount assumes the executive does not qualify for disability benefits under Medicare.     (14) The amount shown represents the sum of the (A) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2014-15 performance measurement period (7,657 RSUs), (ii) actual level of achievement of the performance goals for the 2015-16 performance measurement period (5,162 RSUs), and (iii) target level achievement of the performance goals for the 2016-17 performance period, pro rated to the termination date (2,977 RSUs); and (B) intrinsic value on January 28, 2017 of 31,503 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2017, 2018, and 2019, respectively. The RSUs were valued at $68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2017, 2018, and 2019, respectively. (15) Senior executive life insurance benefit is payable following death in a lump sum to the executive’s beneficiary.   70 20162017 Proxy Statement  |  67 Executive Compensation   Robert W. McHughStephen D. Jacobs                       Excess                 Vesting of           Cash                 RS, RSUs   LTIP       Balance   Continuation     Reason for   Severance   and   Payout   SERP   Plan   of Health     Termination   Payment ($)   Options ($)   Eligibility ($)   Benefit ($)   Benefit ($)   Benefits ($)   Total ($) By Company     1,009,500       —       —       1,083,831       306,917       843,000       3,243,248   Without Cause                                                               (1)                       (2)       (3)       (4)           By Executive     1,009,500       779,376       —       1,083,831       306,917       843,000       4,022,624   for Good                                                         Reason                                                               (1)       (5)               (2)       (3)       (4)           Executive     —       —       —       1,083,831       306,917       843,000       2,233,748   Resigns Before                                                         End of Term                                                                                       (2)       (3)       (4)           Following     1,783,450       3,879,318       853,672       1,083,831       306,917       843,000       8,750,188   Change in                                                         Control:                                                         By Executive                                                         for Good                                                         Reason or                                                         By Company                                                         Without Cause                                                         (6)     (7)       (8)       (9)       (2)       (3)       (4)           Disability     —       3,508,259       853,672       1,083,831       306,917       843,000       6,595,679                 (10)       (11)       (12)       (3)       (4)(13)           Death     —       3,508,259       853,672       1,083,831       306,917       —       5,752,679                 (10)       (11)       (12)       (3)                   Retirement     —       2,157,059       853,672       1,083,831       306,917       843,000       5,244,479                 (14)       (11)       (2)       (3)       (4)           Cause     —       —       —       —       306,917       —       306,917                                         (3)                   Reason for Termination    Severance  Payment ($)   Vesting of  RS, RSUs and  Options ($)   LTIP  Payout  Eligibility ($)   SERP  Benefit ($)   Excess  Cash Balance  Plan Benefit ($)   Continuation  of Health  Benefits ($)   Senior  Executive  Life  Insurance ($)   Total ($) By Company Without Cause   1,275,000   —   —   952,559   235,467   1,216,148   —   3,679,174     (1)           (2)   (3)   (4)         By Executive for Good Reason   1,275,000   279,508   —   952,559   235,467   1,216,148   —   3,958,682     (1)   (5)       (2)   (3)   (4)         Executive Resigns Before End of Term   —   —   —   952,559   235,467   1,216,148   —   2,404,174                 (2)   (3)   (4)         Following Change in Control: By Executive for Good Reason or By Company Without Cause   2,337,500   4,172,525   968,900   952,559   235,467   1,216,148   —   9,883,099 (6)   (7)   (8)   (9)   (2)   (3)   (4)         Disability   —   4,051,017   968,900   952,559   235,467   1,216,148   —   7,424,091         (10)   (11)   (12)   (3)   (4)(13)         Death   —   4,051,017   968,900   952,559   235,467   —   850,000   7,057,943         (10)   (11)   (12)   (3)       (14)     Cause   —   —   —   —   235,467   —   —   235,467                     (3)               Notes to Table on Robert W. McHughStephen D. Jacobs (1) The severance amount equals one-and-a-half times the executive’s annual salary.     (2) This amount is the total benefit payable under the SERP. The payments would be made quarterly over a three-year period. The first two quarterly payments would be made on the first day of the calendar quarter that occurs six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.     (3) Benefit payable as of January 30, 201628, 2017 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.     (4) Executive would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits.     (5) The amount shown represents the intrinsic value on January 30, 201628, 2017 of 35,99927,371 stock options that would vest.     (6) This covers termination by the Company without Cause or by the executive for Good Reason within 24 months following a Change in Control. (7) The severance amount equals two times the executive’s annual salary plus annual bonus at target under the Annual Bonus Plan or other annual incentive plan applicable to the executive. If the payments or benefits received by the executive following a Change in Control are subject to the excise tax under Section 4999, then the Company would automatically reduce the   68  |  20162017 Proxy Statement 71 Executive Compensation   executive’s payments and benefits to an amount equal to $1 less than the amount that would subject her to the excise tax, as long as the reduced amount would result in a greater benefit to her compared to the unreduced amount on a net after-tax basis. (8) The amount shown represents the sum of the (A) value of 33,515 shares of restricted stock that would vest; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2014-15 performance period (9,147 RSUs), (ii) actual level of achievement of the performance goals for the 2015-16 performance period (6,910 RSUs), and (iii) pro rated target level achievement of the performance goals for the 2016-17 performance measurement period (3,748 RSUs); and (C) intrinsic value on January 28, 2017 of 59,711 stock options that would vest. The RSUs would become immediately vested and payable. The restricted stock and RSUs were valued at $68.01. (9) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2014-15 performance measurement period at the actual payout level ($412,341), (ii) 2015-16 performance period at the actual payout level ($430,371), and (iii) 2016-17 performance measurement period at the target payout level pro rated to the termination date ($126,188). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter. (10) The amount shown represents the sum of the (A) value of 33,515 shares of restricted stock, which the Compensation Committee may, but is not obligated to, accelerate vesting of some or all of these shares; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2014-15 performance measurement period (9,147 RSUs), (ii) actual level of achievement of the performance goals for the 2015-16 performance measurement period (6,910 RSUs), and (iii) target level achievement of the performance goals for the 2016-17 performance period, pro rated to the termination date (3,748 RSUs); and (C) intrinsic value on January 28, 2017 of 27,371 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2017, 2018, and 2019, respectively. The restricted stock and RSUs were valued at $68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2017, 2018, and 2019, respectively. (11) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($412,341), (ii) 2015-16 performance measurement period based on the actual level of achievement of the performance goals ($430,371), and (iii) 2016-17 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($126,188). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2017, 2018, and 2019, respectively. (12) SERP benefit payable in a lump sum following the determination of disability or the date of death. (13) The benefit amount assumes the executive does not qualify for disability benefits under Medicare. (14) Senior executive life insurance benefit is payable following death in a lump sum to the executive’s beneficiary. 72 2017 Proxy Statement Executive Compensation Lewis P. Kimble Reason for Termination   Severance Payment ($)   Vesting of RS, RSUs and Options ($)   LTIP Payout Eligibility ($)   SERP Benefit ($)   Excess Cash Balance Plan Benefit ($)   Continuation of Health Benefits ($)   Senior Executive Life Insurance ($)   Total ($) By Company Without Cause     975,000       —       —       637,755       563,176       899,958       —       3,075,889   (1)     (2)                       (3)       (4)       (5)                   By Executive for Good Reason     975,000       226,643       —       637,755       563,176       899,958       —       3,302,532   (1)     (2)       (6)               (3)       (4)       (5)                   Executive Resigns Before End of Term     —       —       —       637,755       563,176       899,958       —       2,100,889                                 (3)       (4)       (5)                   Following Change in Control: By Executive for Good Reason or By Company Without Cause     1,787,500       2,448,708       735,660       637,755       563,176       899,958       —       7,072,757   (1)(6)     (8)       (9)       (10)       (3)       (4)       (5)                   Disability     —       2,327,200       735,660       637,755       563,176       899,958       —       5,163,749   (1)             (11)       (12)       (13)       (4)       (5)(14 )                 Death     —       2,327,200       735,660       637,755       563,176       —       650,000       4,913,791   (1)             (11)       (12)       (13)       (4)               (16)           Retirement     —       1,261,211       735,660       637,755       563,176       899,958       —       4,097,760   (1)             (15)       (12)       (3)       (4)       (5)                   Cause     —       —       —       —       563,176       —       —       563,176                                         (4)                           Notes to Table onLewis P. Kimble (1) Executive would be entitled under the International Assignment Policy to certain benefits following the executive’s termination date. (2) The severance amount equals one-and-a-half times the executive’s annual salary. (3) This amount is the total benefit payable under the SERP. The payments would be made quarterly over a three-year period. The first two quarterly payments would be made on the first day of the calendar quarter that occurs six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period. (4) Benefit payable as of January 28, 2017 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers. (5) Executive would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits. (6) The amount shown represents the intrinsic value on January 28, 2017 of 22,837 stock options that would vest. (7) This covers termination by the Company without Cause or by the executive for Good Reason within 24 months following a Change in Control. 2017 Proxy Statement 73 Executive Compensation (8) The severance amount equals two times the executive’s annual salary plus annual bonus at target under the Annual Bonus Plan or other annual incentive plan applicable to the executive. If the payments or benefits received by the executive following a Change in Control are subject to the excise tax under Section 4999, then the Company would automatically reduce the executive’s payments and benefits to an amount equal to $1 less than the amount that would subject her to the excise tax, as long as the reduced amount would result in a greater benefit to her compared to the unreduced amount on a net after-tax basis.     (8)(9) The amount shown represents the sum of the (A) value of 20,00015,677 shares of restricted stock that would vest; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance period (9,240(7,250 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance period (9,120(5,093 RSUs), and (iii) pro rated target level achievement of the performance goals for the 2015-162016-17 performance measurement period (2,032(2,866 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 68,66748,844 stock options that would vest. The RSUs would become immediately vested and payable. The restricted stock and RSUs were valued at $67.56.$68.01.     (9)(10) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2013-142014-15 performance measurement period at the actual payout level ($316,365)326,818), (ii) 2014-152015-16 performance period at the actual payout level ($411,119)317,244), and (iii) 2015-162016-17 performance measurement period at the target payout level pro rated to the termination date ($126,188)91,598). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter.     (10)(11) The amount shown represents the sum of the (A) value of 20,00015,677 shares of restricted stock, which the Compensation Committee may, but is not obligated to, accelerate vesting of some or all of these shares; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (9,240(7,250 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance measurement period (9,120(5,093 RSUs), and (iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (2,032(2,866 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 35,99922,837 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The restricted stock and RSUs were valued at $67.56.$68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively.     (11)(12) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period based on the actual level of achievement of the performance goals ($316,365), (ii) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($411,119)326,818), (ii) 2015-16 performance measurement period based on the actual level of achievement of the performance goals ($317,244), and (iii) 2015-162016-17 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($126,188)91,598). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016, 2017, 2018, and 2018,2019, respectively.     (12)(13) SERP benefit payable in a lump sum following the determination of disability or the date of death.     (13)(14) The benefit amount assumes the executive does not qualify for disability benefits under Medicare.     (14)(15) The amount shown represents the sum of the (A) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-142014-15 performance measurement period (9,240(7,250 RSUs), (ii) actual level of achievement of the performance goals for the 2014-152015-16 performance measurement period (9,120(5,093 RSUs), and (iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (2,032(2,866 RSUs); and (B) intrinsic value on January 30, 201628, 2017 of 35,99922,837 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The RSUs were valued at $67.56.$68.01. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively. (16) Senior executive life insurance benefit is payable following death in a lump sum to the executive’s beneficiary.   74 20162017 Proxy Statement  |  69 Executive Compensation   Jeffrey L. BerkPaulette R. Alviti                       Excess                   Vesting of           Cash                   RS, RSUs   LTIP       Balance   Continuation       Reason for   Severance   and   Payout   SERP   Plan   of Health       Termination   Payment ($)   Options ($)   Eligibility ($)   Benefit ($)   Benefit ($)   Benefits ($)   Total ($)   By Company Without Cause   732,786   —   —   1,648,188   322,904   650,938   3,354,816       (1)           (2)   (3)   (4)       By Executive for Good Reason   732,786   389,699   —   1,648,188   322,904   650,938   3,744,515       (1)   (5)       (2)   (3)   (4)       Executive Resigns Before End of Term   —   —   —   1,648,188   322,904   650,938   2,622,030                   (2)   (3)   (4)       Following Change in Control: By Executive for Good Reason or By Company Without Cause   1,221,310   1,587,750   625,982   1,648,188   322,904   650,938   6,057,072   (6)   (7)   (8)   (9)   (2)   (3)   (4)       Disability   —   1,402,221   625,982   1,648,188   322,904   650,938   4,650,233           (10)   (11)   (12)   (3)   (4)(13)       Death   —   1,402,221   625,982   1,648,188   322,904   —   3,999,295           (10)   (11)   (12)   (3)           Retirement   —   1,402,221   625,982   1,648,188   322,904   650,938   4,650,233           (10)   (11)   (2)   (3)   (4)       Cause   —   —   —   —   322,904   —   322,904                       (3)           Reason for Termination   Severance Payment ($)   Vesting of RS, RSUs and Options ($)   LTIP Payout Eligibility ($)   SERP Benefit ($)   Excess Cash Balance Plan Benefit ($)   Senior Executive Life Insurance ($)   Total ($) By Company Without Cause     735,000       —       —       256,730       23,172       —       1,014,902         (1)                       (2)       (3 )                 By Executive for Good Reason     735,000       181,458       —       256,730       23,172       —       1,196,360         (1)       (4)               (2)       (3)                   Executive Resigns Before End of Term     —       —       —       256,730       23,172       —       279,902                         (2 )     (3)                           Following Change in Control: By Executive for Good Reason or By Company Without Cause     1,225,000       2,919,297       627,623       256,730       23,172       —       5,051,822   (5)     (6)       (7)       (8 )     (2)       (3)                   Disability     —       2,778,930       627,623       256,730       23,172       —       3,686,455                 (9)       (10 )     (11)       (3)                   Death     —       2,778,930       627,623       256,730       23,172       490,000       4,176,455                 (9)       (10 )     (11)       (3)       (12)           Cause     —       —       —       —       23,172       —       23,172                                         (3)                     Notes to Table on Jeffrey L. Berk Paulette R. Alviti (1) The severance amount equals one-and-a-half times the executive’s annual salary.     (2) This amount is the total benefit payable under the SERP. The payments would be made quarterly over a three-year period. The first two quarterly payments would be made on the first day of the calendar quarter that occurs six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.     (3) Benefit payable as of January 30, 201628, 2017 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.     (4) Executive would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits. (5) The amount shown represents the intrinsic value on January 30, 201628, 2017 of 18,00015,751 stock options that would vest.     (6)(5) This covers termination by the Company without Cause or by the executive for Good Reason within 24 months following a Change in Control. 70  |  2016 Proxy Statement Executive Compensation (7)(6) The severance amount equals two times the executive’s annual salary plus annual bonus at target under the Annual Bonus Plan or other annual incentive plan applicable to the executive. If the payments or benefits received by the executive following a Change in Control are subject to the excise tax under Section 4999, then the Company would automatically reduce the executive’s payments and benefits to an amount equal to $1 less than the amount that would subject her to the excise tax, as long as the reduced amount would result in a greater benefit to her compared to the unreduced amount on a net after-tax basis.     (8)(7) The amount shown represents the sum of the (A) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-14 performance period (6,892 RSUs), (ii) actual level of achievement of the performance goals for the 2014-15 performance period (6,620 RSUs), and (iii) pro rated target level achievement of the performance goals for the 2015-16 performance measurement period (1,475 RSUs); and (B) intrinsic value on January 30, 2016 of 34,334 stock options that would vest. The RSUs would become immediately vested and payable. The restricted stock and RSUs were valued at $67.56. (9) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period at the actual payout level ($235,957), (ii) 2014-15 performance period at the actual payout level ($298,427), and (iii) 2015-16 performance measurement period at the target payout level pro rated to the termination date ($91,598). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter. (10) The amount shown represents the sum of the (A) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-14 performance measurement period (6,892 RSUs), (ii) actual level of achievement of the performance goals for the 2014-15 performance measurement period (6,620 RSUs), and (iii) target level achievement of the performance goals for the 2015-16 performance period, pro rated to the termination date (1,475 RSUs); and (B) intrinsic value on January 30, 2016 of 18,000 stock options that would vest. The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, and 2018, respectively. The restricted stock and RSUs were valued at $67.56. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016, 2017, and 2018, respectively. (11) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period based on the actual level of achievement of the performance goals ($235,957), (ii) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($298,427), and (iii) 2015-16 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($91,598). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016, 2017, and 2018, respectively. (12) SERP benefit payable in a lump sum following the determination of disability or the date of death. (13) The benefit amount assumes the executive does not qualify for disability benefits under Medicare. 2016 Proxy Statement  |  71 Executive Compensation Pawan Verma         Vesting of           Senior               RS, RSUs   LTIP       Executive       Reason for   Severance   and   Payout   SERP   Life       Termination   Payment ($)   Options ($)   Eligibility ($)   Benefit ($)   Insurance ($)   Total ($)   By Company Without Cause   675,000   1,553,809   —   —   —   2,228,809       (1)   (2)                   By Executive for Good Reason   675,000   276,880   —   —   —   951,880       (1)   (3)                   Following Change in Control: By Executive for Good Reason or By Company Without Cause   1,125,000   2,458,832   128,057   —   —   3,711,889   (4)   (5)   (6)   (7)               Disability   —   1,905,071   128,057   34,855   —   2,067,983           (8)   (9)   (10)           Death   —   1,905,071   128,057   34,855   450,000   2,517,983           (8)   (9)   (10)   (11)       Notes to Table on Pawan Verma (1) The severance amount equals one-and-a-half times the executive’s annual salary. (2) The amount shown represents the sum of the (a) value of 13,660 shares of restricted stock that would vest; and intrinsic value on January 30, 2016 of 7,564 stock options that would vest. The restricted stock was valued at $73.21 (3) The amount shown represents the intrinsic value on January 30, 2016 of 3,782 stock options that would vest. (4) This covers termination by the Company without Cause or by the executive for Good Reason within 24 months following a Change in Control. (5) The severance amount equals two times the executive’s annual salary plus annual bonus at target under the Annual Bonus Plan or other annual incentive plan applicable to the executive. If the payments or benefits received by the executive following a Change in Control are subject to the excise tax under Section 4999, then the Company would automatically reduce the executive’s payments and benefits to an amount equal to $1 less than the amount that would subject her to the excise tax, as long as the reduced amount would result in a greater benefit to her compared to the unreduced amount on a net after-tax basis. (6) The amount shown represents the sum of the (A) value of 20,49025,677 shares of restricted stock that would vest; (B) value of the RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals offor the 2014-15 performance period (898(6,302 RSUs), (ii) actual level of achievement of the performance goals for the 2015-16 performance period (4,053 RSUs), and (ii)(iii) pro rated target level achievement of the performance goals for the 2015-16 2017 Proxy Statement 75 Executive Compensation 2016-17 performance measurement period (852(2,161 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 11,34633,589 stock options that would vest. The RSUs under the LTIP would become immediately vested and payable. The restricted stock and RSUs were valued at $73.21.$68.01.     (7)(8) Upon a Change in Control, the Compensation Committee may, but is not required to, approve a pro rata payment to a participant under the LTIP. The amount shown in the table assumes approval of a payout under the plan and represents the cash portion of the LTIP award for the (i) 2014-15 performance measurement period at the actual payout level ($65,703)284,057), (ii) 2015-16 performance period at the actual payout level ($251,691), and (ii) 2015-16(iii) 2016-17 performance measurement period at the target payout level pro rated to the termination date ($62,354)91,875). The amounts would be payable to the executive on the date of the Change in Control, or as soon as practicable thereafter. 72  |  2016 Proxy Statement Executive Compensation (8)(9) The amount shown represents the sum of the (A) value of 20,49025,677 shares of restricted stock, which the Compensation Committee may, but is not obligated to, accelerate vesting of some or all of these shares; (B) value of the performance RSUs that the executive would have been entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2014-15 performance measurement period (898(6,302 RSUs), (ii) actual level of achievement of the performance goals for the 2015-16 performance measurement period (4,053 RSUs), and (ii)(iii) target level achievement of the performance goals for the 2015-162016-17 performance period, pro rated to the termination date (852(2,161 RSUs); and (C) intrinsic value on January 30, 201628, 2017 of 3,78215,751 stock options that would vest. The RSUs under the LTIP would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016, 2017, 2018, and 2018,2019, respectively. The restricted stock and RSUs were valued at $73.21.$68.01. The actual value to the executive of the RSUs underto the LTIPexecutive would depend upon the Company’s stock price on the payout dates in 2016, 2017, 2018, and 2018,2019, respectively.     (9)(10) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($65,703)284,057), (ii) 2015-16 performance measurement period based on the actual level of achievement of the performance goals ($251,691), and (ii) 2015-16(iii) 2016-17 performance measurement period, pro rated to the termination date, based on a target level of achievement of the performance goals ($62,354)91,875). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016, 2017, 2018, and 2018,2019, respectively.     (10)(11) SERP benefit payable in a lump sum following the determination of disability or the date of death.     (11)(12) Senior executive life insurance benefit is payable following death in a lump sum to the executive’s beneficiary.   Ken C. Hicks                 Excess                           Cash               Vesting of   Bonus       Balance   Continuation       Reason for   RS, RSUs   Payout   SERP   Plan   of Health       Termination   and Options ($)   Eligibility ($)   Benefit ($)   Benefit ($)   Benefits ($)   Total ($)   Retirement   3,972,866   3,580,325   2,000,228   272,807   576,805   10,403,031       (1)   (2)   (3)   (4)   (5)       Notes to Table on Ken C. Hicks (1) The amount shown represents the sum of the value of the RSUs that the executive is entitled to receive under the LTIP based on the (i) actual level of achievement of the performance goals for the 2013-14 performance measurement period (36,207 RSUs), and (ii) actual level of achievement of the performance goals for the 2014-15 performance measurement period (22,598 RSUs). The RSUs would be paid out at the same time as the payouts are made to the other participants in the plan for these performance periods in 2016 and 2017, respectively. The RSUs were valued at $67.56. The actual value of the RSUs to the executive would depend upon the Company’s stock price on the payout dates in 2016 and 2017, respectively. 76      (2) The Compensation Committee may, but is not obligated to, approve a pro rata payment under the LTIP following the end of the applicable performance period, provided the performance goals for the period are met. The amount shown assumes the approval of a payout to the executive and represents the cash portion of the LTIP award for the (i) 2013-14 performance measurement period based on the actual level of achievement of the performance goals ($1,925,000), and (ii) 2014-15 performance measurement period based on the actual level of achievement of the performance goals ($1,239,700). The amounts would be payable to the executive at the same time as the payouts are made for these performance periods to the other participants in 2016 and 2017 respectively. (3) This amount is the total benefit payable under the SERP. The payments will be made quarterly over a three-year period. The first two quarterly payments were made in January 2016 (the first day of the calendar quarter that occurred six months following the executive’s termination date), and the remaining payments will be made quarterly during the remainder of the three-year period. 2016 Proxy Statement  |  73 Executive Compensation   (4) Benefit paid in a lump sum under the Foot Locker Excess Cash Balance Plan in December 2015 (six months following the executive’s termination date). No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers. (5) Executive is entitled under the SERP to the continuation of medical and dental insurance benefits. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active employees. Executive is required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The amount shown in the table represents the actuarial present value of all future expected post-termination medical and dental benefits. Trust Agreement for Certain Benefit Plans The Company has established a trust for certain benefit plans, arrangements, and agreements, including the SERP, the Foot Locker Excess Cash Balance Plan, the executive employment agreements, and other benefit plans, agreements or arrangements that may be covered at a later date (collectively, the “Benefit Obligations”). Under the trust agreement, if there is a Change in Control of the Company (as defined in the Trust agreement), the trustee would pay to the persons entitled to the Benefit Obligations the amounts to which they may become entitled under the Benefit Obligations. Upon the occurrence of a Potential Change in Control of the Company as defined in the trust agreement, the Company is required to fund the trust with an amount sufficient to pay the total amount of the Benefit Obligations. Following the occurrence, and during the pendency, of a Potential Change in Control, the trustee would be required to make payments of Benefit Obligations to the extent these payments are not made by the Company.   74  |  20162017 Proxy Statement 77 Executive Compensation   Equity Compensation Plan Information   The following table provides information as of January 30, 201628, 2017 for compensation plans under which equity securities may be issued:       (a)   (b)   (c)               Number of Securities               Remaining Available               For Future Issuance       Number of Securities       Under Equity       to be Issued Upon   Weighted-Average   Compensation Plans       Exercise of   Exercise Price of   (Excluding Securities       Outstanding Options,   Outstanding Options,   Reflected in   Plan Category   Warrants and Rights (#)   Warrants and Rights ($)   Column(a)) (#)   Equity Compensation Plans Approved by Security Holders   3,693,787   32.62   15,753,244(1)(2)   Equity Compensation Plans Not Approved by Security Holders   —   —   —   Total   3,693,787   32.62   15,753,244       (a)   (b)   (c) Plan Category   Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)   Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (#) Equity Compensation Plans Approved bySecurity Holders   2,806,128     42.61     14,606,311 (1)(2) Equity Compensation Plans Not Approved bySecurity Holders   —     —     —   Total   2,806,128     42.61     14,606,311     Notes to Equity Compensation Plan Table (1) Includes 2,714,6472,633,655 shares available for future issuance under the 2013 Employees Stock Purchase Plan (the “2013 Purchase Plan”) other than upon the exercise of an option, warrantoptions, warrants, or right.rights.       Participating employees under the 2013 Purchase Plan may contribute up to 10% of their annual compensation during a plan year to acquire shares of the Company’s Common Stock at 85% of the lower market price on one of two specified dates in each plan year. In no event may the number of shares purchased on behalf of any one participant in any plan year exceed the number determined by dividing $25,000 by the fair market value of a share on the date of grant.     (2) The Stock Incentive Plan currently is the only plan under which stock awards may be granted to directors, officers, and other employees of the Company.       Payouts under the LTIP may be made in cash or shares of Common Stock. If shares are used, they would be issued as Other Stock-Based Awards under the Stock Incentive Plan.   78 20162017 Proxy Statement  |  75 Proposal 2: Ratification of the Appointment of our Independent Registered Public Accounting Firm   The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm’s qualifications, performance, and independence. The Audit Committee exercises sole authority to approve all audit engagement fees. In addition to ensuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner.   The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the 20162017 fiscal year. We are asking shareholders at this meeting to ratify this appointment of KPMG LLP for 2016.2017. The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Although ratification is not required by our By-lawsBy-Laws or otherwise, the Board is submitting the appointment of KPMG LLP to our shareholders for ratification because we value our shareholders’ views on this appointment and as a matter of good corporate governance. In the event that shareholders fail to ratify the appointment, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.   Representatives of KPMG will be present at the 20162017 Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions.     The Board recommends a voteFORProposal 2. Audit and Non-Audit Fees The following table shows the fees we paid to KPMG for the audit of the Company’s annual financial statements for 20152016 and 2014,2015, as well as the fees billed for other services KPMG provided during these two fiscal years:     2015   2014   Category   ($)   ($)     2015 ($)   2016 ($) Audit Fees(1)   2,908,000   3,068,000       2,908,000       3,176,000   Audit-Related Fees(2)   170,000   165,000       170,000       200,000   Tax Fees(3)   253,000   259,000       253,000       240,000   All Other Fees   —   —       —       —   Total   3,331,000   3,492,000       3,331,000       3,616,000                               Notes to Audit and Non-Audit Fees Table (1) Audit fees consisted of professional services provided in connection with the audit of our annual financial statements, reviews of financial statements included in our Form 10-Qs, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits.   76  |  20162017 Proxy Statement 79 Proposal 2   (2) Audit-related fees consisted principally of audits of financial statements of certain employee benefit plans.plans and the Foot Locker Foundation. (3) Tax fees consisted principally of assistance with matters related to tax compliance.   Audit Committee Preapproval Policies and Procedures The Audit Committee has a policy that all audit and non-audit services to be provided by our independent accountants, including services for our subsidiaries and affiliates, are to be approved in advance by the Audit Committee, regardless of the estimated cost for providing such services. Between meetings of the Audit Committee, the Audit Committee has delegated this authority to the Audit Committee Chair. In practice, these fees are normally approved by the Audit Committee Chair and reviewed with the Audit Committee at a subsequent meeting. Management reviews with the Audit Committee at regularly scheduled meetings the total amount and nature of the audit and non-audit services provided by the independent accountants, including services for our subsidiaries and affiliates, since the Audit Committee’s last meeting. None of the services preapproved by the Audit Committee or the Chair of the Audit Committee during 2015 utilized the de minimis exception to preapproval contained in the applicable SEC rules.   Audit Committee Report In accordance with the charter adopted by the Board, the Audit Committee assists the Board in fulfilling its oversight responsibilities in the areas of the Company’s accounting policies and practices and financial reporting. The Audit Committee has responsibility for appointing the independent registered public accounting firm. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.   The Audit Committee consists of fourfive independent directors, as independence is defined under the NYSE rules. All of the Audit Committee members meet the expertise requirements under the NYSE rules.   The Audit Committee held nine meetings in 2015.2016. At its meetings during 2015,2016, the Audit Committee discussed with management, the Company’s independent registered public accounting firm (KPMG LLP), and the Company’s internal auditors the assessment of the Company’s internal control over financial reporting. The Audit Committee also discussed with KPMG its attestation report and opinion on the Company’s internal control over financial reporting contained in the 20152016 Annual Report on Form 10-K. The Audit Committee also regularly meets privately with KPMG during the year.   The Audit Committee reviewed and discussed with management and KPMG the audited financial statements for the 20152016 fiscal year, which ended January 30, 2016.28, 2017. The Audit Committee also discussed with KPMG the matters required to be discussed by applicable Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 16, Communications with Audit Committees.standards. The Audit Committee, both with and without management present, discussed and reviewed the results of KPMG’s examination of the financial statements and the overall quality of the Company’s financial reporting.   The Audit Committee obtained from KPMG the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence and any relationships that may affect its objectivity. The Audit Committee also considered whether the non-audit services provided by KPMG to the Company are compatible with maintaining KPMG’s independence. The Audit Committee has satisfied itself that KPMG is independent.   Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the 20152016 Annual Report on Form 10-K.   Members of the Audit Committee   Guillermo G. Marmol, Chair Maxine Clark Jarobin Gilbert, Jr. Matthew M. McKenna Guillermo G. Marmol, Chair Maxine Clark Jarobin Gilbert, Jr. Matthew M. McKenna Ulice Payne, Jr.   80 20162017 Proxy Statement  |  77     Proposal 3: ReapprovalApproval of an Amendment to the By-Laws to Adopt Majority Voting in Uncontested Elections of Directors On November 16, 2016, the Board approved, subject to shareholder approval at the 2017 Annual Meeting, an amendment to Article II, Section 1 of the Performance Goals underCompany’s By-Laws to provide for majority voting in uncontested director elections, which is a change from the current plurality voting standard. For the reasons described below, the Board believes that it would be in the best interests of the Company and its shareholders to amend our By-Laws to provide for a majority voting standard in uncontested elections of directors at this time. The Board proposes an amendment to our By-Laws to add a new provision changing the standard for the election of directors in uncontested elections from a plurality voting standard to a majority voting standard, and retaining a plurality standard in contested elections. Article II, Section 1 of the By-Laws is a shareholder-approved by-law, and we would continue to be required to seek our shareholders’ approval for any future amendments to this by-law. The Board has concluded that the adoption of the proposed majority voting standard in uncontested elections will provide shareholders a greater voice in determining the composition of the Board by giving effect to shareholder votes “against” a director candidate and by requiring a majority of shareholder votes for a candidate to obtain or retain a seat on the Board. The adoption of this standard in uncontested elections is intended to reinforce the accountability of the Board to our shareholders voting in uncontested director elections. If adopted by our shareholders at the 2017 Annual Meeting, the majority vote standard would apply to all future uncontested director elections beginning in 2018. If this proposal is approved by our shareholders, we expect to retain our director resignation policy, conformed as necessary to reflect the provisions of this proposal. Under New York law, an incumbent director who is not re-elected remains in office until his or her successor is elected, continuing as a “holdover” director. We expect our policy to continue to require an incumbent director who does not receive more votes “for” than “against” his or her election in an uncontested election to submit a written offer of resignation to the Nominating Committee, which will make a recommendation to the Board as to whether or not it should be accepted. The Board will consider the recommendation and decide whether to accept the resignation. The full text of Article II, Section 1 of the By-Laws, as proposed to be amended, is as follows: “The number of directors constituting the entire Board of Directors shall be not less than 7 or more than 13, the exact number of directors to be determined from time to time by resolution adopted by a majority of the entire Board of Directors. At each annual meeting of shareholders, directors shall be elected to hold office. A nominee for director shall be elected to the Board of Directors at a meeting of shareholders for the election of directors at which a quorum is present if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting.” The Board recommends a voteFOR Proposal 3. 2017 Proxy Statement 81 Proposal 4: Approval of an Amendment to the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated   The Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the “Annual Bonus Plan”) was amended on March 22, 2017 by the Compensation Committee, subject to our shareholders’ approval at the 2017 Annual Meeting as to Covered Employees. The Annual Bonus Plan is designed to comply with the requirements of Section 162(m). Under Section 162(m), the Company cannot deduct certain compensation in excess of $1 million paid to each of the chief executive officer and the three other most highly paid executive officers (other than the chief financial officer) of the Company (each, a “Covered Employee”). Certain compensation, including compensation paid based on the achievement of pre-established performance goals, is excluded from this deduction limit if the material terms under which the compensation is to be paid, including the performance goals to be used, are approved by shareholders. Shareholders approved the Annual Bonus Plan at the 2008 annual meeting of shareholders and last approved the performance goals under the plan at the 2012 annual meeting. Section 162(m) generally requires that shareholders reapprove the performance goals under the plan at least every five years.   2017 Amendment We are asking shareholders at this meeting to reapprove the performance goals underapprove an amendment to the Annual Bonus Plan rather than waiting until next year’s meeting, so thatto increase the timing ofmaximum bonus payout to any Covered Employee for any plan year from $3 million to $6 million. If the reapproval ofperformance goals are achieved for the goals2017 plan year, Mr. Johnson has the opportunity to receive a payout at maximum under this plan of $3.3 million, reflecting his base salary of $1.1 million and a maximum payout of 200% of his annual target award for the Long-Term Incentiveplan year. As this potential maximum payout would exceed the current $3 million payout limitation under the plan, we are requesting that shareholders approve an amendment to the plan to increase the payout limitation to $6 million. This would provide the Compensation Plan occurs onCommittee with flexibility to set increased annual incentive targets to further incent Mr. Johnson and other senior executives, if the same schedule. If shareholders do not reapprovecommittee determined this to be appropriate. When compared with our peer group, a $6 million payout limitation represents the median payout limitation of comparable annual incentive plans. The performance goals on or afterare unchanged from 2016 when shareholders last approved the first meetinggoals. A complete copy of the Company’s shareholders that occurs in the fifth year following the year of shareholder approval (i.e., by the 2017 meeting), any amounts paid under the Annual Bonus Plan, after such date may notas proposed to be deductible.amended, is attached to this Proxy Statement asAppendix A.   Material Features of the Annual Bonus Plan The following is only a summary of the principal features of the Annual Bonus Plan. This summary is qualified in its entirety by the complete text of the plan. Capitalized terms that are used in this summary but that are not defined here have the meanings contained in the Annual Bonus Plan.   Purpose of the Plan.The purposes of the Annual Bonus Plan are to reinforce corporate, organizational, and business development goals; to promote the achievement of year-to-year financial and other business objectives; to reward the performance of individual officers and other employees in fulfilling their personal responsibilities for year-to-year achievements; and to serve as a qualified performance-based compensation program under Section 162(m) with regard to the Company’s Covered Employees.   82 2017 Proxy Statement Proposal 4 Administration.The Annual Bonus Plan is administered by the Compensation Committee. Each member of this committee is an “outside director” under Section 162(m). The Committee has the authority to grant awards, determine performance criteria, certify attainment of performance goals, construe and interpret the Annual Bonus Plan and make all other determinations deemed necessary or advisable for the administration of this plan.   Participation.Participation in the Annual Bonus Plan is limited to those officers and other key employees of the Company, its subsidiaries and divisions, as selected by the Compensation Committee. In determining the persons to whom awards shall be granted, the Compensation Committee takes into account such factors as it considers appropriate to accomplish the purposes of the Annual Bonus Plan. Currently, 427449 executives are eligible to participate in the Annual Bonus Plan.   Awards and Payment.Awards under the Annual Bonus Plan relate to a performance period coinciding with the Company’s fiscal year (the “Performance Period”). The individual target award for each participant is expressed as a percentage of Annual Base Salary. Payment for the awards is made only if the performance goals for the Performance Period are achieved and certified by the Compensation Committee and generally only if the participant remains employed by the Company through the Payment Date. Any payments under the plan must be made within two and one-half months following the end of the applicable performance period.   78  |  2016 Proxy Statement Proposal 3 Limit on Payment.PaymentAs proposed to be amended, payment to a Covered Employee may not exceed $3$6 million for any performance period.   Performance Goals.The Annual Bonus Plan provides that the Compensation Committee generally has the authority to determine the performance goals that will be in effect for a Performance Period and to determine them for the Covered Employees solely to the extent permitted by Section 162(m). The Compensation Committee also has the authority to incorporate provisions in the performance goals allowing for adjustments in recognition of unusual or non-recurring events affecting the Company or our financial statements or in response to changes in applicable laws, regulations or accounting principles.   The performance goals for the Covered Employees will be determined by the Compensation Committee based on attaining one or more of the following criteria:   target levels of, or percentage increase in, • target levels of, or percentage increase in,     o ○ pre-tax profit;         o○ division profit;         o○ after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);         o○ after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); target levels of, or a specified increase in,     o • target levels of, or a specified increase in, ○ operational cash flow of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);         o○ return on invested capital or return on investment; • a certain level of, a reduction of, or other specified objectives with regard to limiting the level of increase in, Foot Locker’s bank debt, other long-term or short-term public or private debt, or other similar financial obligations of Foot Locker, if any, which may be calculated net of any cash balances and/or other offsets and adjustments as may be established by the Compensation Committee;       a certain level of, a reduction of, or other specified objectives with regard to limiting the level of increase in, Foot Locker’s bank debt, other long-term or short-term public or private debt, or other similar financial obligations of Foot Locker, if any, which may be calculated net of any cash balances and/or other offsets and adjustments as may be established by the Compensation Committee; 2017 Proxy Statement 83 Proposal 4   • a specified percentage increase in earnings per share or earnings per share from continuing operations of Foot Locker (or a subsidiary, division or other operational unit of Foot Locker);         • target levels of, or a specified percentage increase in, revenues, net income, or earnings before interest, taxes, depreciation and/or amortization, of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); and         • a certain target level of, or reduction in, selling, general and administrative expense as a percentage of revenue of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker).   Amendment or Termination of Plan.The Compensation Committee may amend, suspend, or terminate the Annual Bonus Plan, or any part of it, but no amendment that requires shareholder approval in order for the plan to continue to comply with Section 162(m) will be effective unless it is approved by the required vote of our shareholders. Also, no amendment may adversely affect the rights of any participant without the participant’s consent under any awards previously granted under the plan.   2016 Proxy Statement  |  79 Proposal 3 Benefits Not Determinable.Because performance goal criteria may vary from year to year, benefits under the Annual Bonus Plan are not determinable. The Annual Bonus Plan is designed to provide payments only if the performance goals established by the Compensation Committee have been met and the attainment of the goals has been certified by the Compensation Committee. The payments made to the named executive officers under the Annual Bonus Plan for the 20152016 fiscal year are set out in Note 65 to the Summary Compensation Table on Pages 46 through 47.Page 50.   The Board recommends a voteFOR Proposal 3.4. 84 80  |  20162017 Proxy Statement     Proposal 4: Approval of the Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated The Foot Locker Long-Term Incentive Compensation Plan was amended and restated (the “Restated LTIP”) on March 23, 2016 by the Compensation Committee, subject to our shareholders’ approval at the 2016 Annual Meeting as to Covered Employees. The Restated LTIP is designed to comply with the requirements of Section 162(m), under which the Company cannot deduct certain compensation in excess of $1 million paid to each of the chief executive officer and the three other most highly paid executive officers (other than the chief financial officer) of the Company, (each, a “Covered Employee”). Certain compensation, including compensation paid based on the achievement of pre-established performance goals, is excluded from this deduction limit if the material terms under which the compensation is to be paid, including the performance goals to be used, are approved by shareholders. Shareholders last approved the performance goals under the plan at the 2011 annual meeting. Section 162(m) generally requires that shareholders reapprove the performance goals under the plan at least every five years. If shareholders do not reapprove the performance goals on or after the first meeting of the Company’s shareholders that occurs in the fifth year following the year of shareholder approval (i.e., by the 2016 meeting), any amounts paid under this plan after such date may not be deductible. We are asking shareholders at this meeting to approve the Restated LTIP, including the performance goals under this plan. Under the Restated LTIP, we have expanded the performance goal criteria so that the Compensation Committee may determine the performance goals for individual performance periods based on a wider range of metrics, which are described below under the paragraph headed “Performance Goals.” The expanded goals incorporate the performance goals that shareholders previously approved in 2011 and include new criteria based on total shareholder return, enterprise value, and gross or operating margins of the Company. We believe that the broader range of metrics will provide the Compensation Committee with flexibility to utilize different metrics, as may be appropriate, in a manner that links the executive to the stated performance goal, which may change over time. A complete copy of the Restated LTIP is attached to this proxy statement asAppendix A. 2016 Amendments As noted above, we have expanded the performance goal criteria in the Restated LTIP so that the Compensation Committee may determine the performance goals for individual performance periods based on a wider range of metrics. By expanding the criteria on which performance goals may be set, this will provide the Compensation Committee with greater flexibility to consider additional aspects of the Company’s business to incentivize executives with regard to the long-term goals of the Company. Material Features of the Restated LTIP The following is only a summary of the principal features of the Restated LTIP. This summary is qualified in its entirety by the complete text of the Restated LTIP. Capitalized terms used in this summary but that are not defined here have the meanings contained in the Restated LTIP. Purpose of the Plan.The purposes of the Restated LTIP are to reinforce corporate, organizational, and business development goals; to promote the achievement of year-to-year and long-range financial and other business objectives; to reward the performance of individual officers and other employees in fulfilling their personal responsibilities for long-range achievements; and to serve as a qualified performance-based compensation program under Section 162(m) with regard to Covered Employees. 2016 Proxy Statement  |  81 Proposal 4 Administration.The Restated LTIP is administered by the Compensation Committee, each member of which is an “outside director” under Section 162(m). The Compensation Committee has the authority to approve the designation of eligible participants, determine performance criteria, certify attainment of performance goals, construe and interpret the Restated LTIP and make all other determinations deemed necessary or advisable for the administration of the Restated LTIP. Participation.Participation in the Restated LTIP is limited to those officers and other key employees of the Company, its subsidiaries and divisions, as selected by the Compensation Committee. In determining the persons to whom awards shall be granted, the Compensation Committee takes into account such factors as the Compensation Committee deems appropriate to accomplish the purposes of the Restated LTIP. Currently, 23 executives participate in this plan. Awards and Payment.Restated LTIP awards relate to a performance period of three consecutive fiscal years or such other period as determined by the Compensation Committee, beginning with the fiscal year in which the award is made (the “Performance Period”). The individual target award for each participant is expressed as a percentage of Annual Base Salary approved by the Compensation Committee at the time the award is made to the participant for a Performance Period. In general, payment for such awards shall be made only if and to the extent performance goals for the Performance Period are attained and only if the participant remains employed by the Company throughout the Performance Period. Payment to a participant for each Performance Period will be made in cash, shares of Common Stock, or a combination of these forms of payment. If payment is made in shares of Common Stock, the number of shares of Common Stock is determined by dividing the achieved percentage of a participant’s Annual Base Salary by the Fair Market Value of the Common Stock on the payment date. “Fair Market Value” of the Common Stock on the date of payment, as defined in the Restated LTIP, is the average of the daily closing prices of a share of Common Stock during the 60-day period immediately preceding the payment date. Limit on Payment.Payment for a Performance Period to a Covered Employee cannot be in an amount that exceeds the lesser of (a) 300% of that employee’s Annual Base Salary or (b) $5,000,000. Awards of Common Stock made pursuant to the Restated LTIP are Other Stock-Based Awards and are issued under, and subject to, the provisions of the Company’s 2007 Stock Incentive Plan. Performance Goals.The Compensation Committee generally has the authority to determine the performance goals that will be in effect for a Performance Period. The Compensation Committee has the authority to determine the performance goals for the Covered Employees solely to the extent permitted by Section 162(m). The performance goals for the Covered Employees will be determined by the Compensation Committee based on attaining one or more of the following criteria selected by the Compensation Committee: • target levels of, or percentage increase in, Consolidated Net Income; • target levels of, or a specified increase in, ROIC or return on investment; • target levels of, or percentage increase in, pre-tax profit; • target levels of, or a percentage increase in, after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); • target levels of, or a specified increase in, operational cash flow or economic value added of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); 82  |  2016 Proxy Statement Proposal 4 • a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, Foot Locker’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of Foot Locker, if any, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Compensation Committee; • a specified percentage increase in earnings per share or earnings per share from continuing operations of Foot Locker (or a subsidiary, division or other operational unit of Foot Locker); • target levels of, or a specified percentage increase in, revenues, net income, or earnings before (a) interest, (b) taxes, (c) depreciation, and/or (d) amortization, of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker); • target levels of, or a percentage increase in, after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); • a certain target level of, or reduction in, selling, general, and administrative expense as a percentage of revenue of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); • target levels of, or a specified increase in, enterprise value or value creation targets of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); • a certain target level of, or a specified increase in, gross or operating margins of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); and • target levels of, or a specified increase in, the fair market value of the shares of Common Stock or total shareholder return, including the value of an investment in Common Stock assuming the reinvestment of dividends. To the extent permitted by law, unless the Compensation Committee determines otherwise at the time the performance goals are set, the Compensation Committee shall exclude the impact of any of the following events or occurrences: • restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges; • any acquisition or divestiture of an operating business during the plan year or performance period; • impairment charges taken under relevant accounting rules; • an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or • a change in tax law or accounting standards required by generally accepted accounting principles. Performance goals may also be based on individual participant performance goals, as determined by the Compensation Committee, in its sole discretion. In addition, all performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division or other operational unit of the Company) performance under one or more of the measures described above relative to the performance of other corporations. The Compensation Committee may designate additional business criteria on which the performance goals may be based or adjust, modify, or amend those criteria. Amendment or Termination of the Plan.The Compensation Committee may amend, suspend, or terminate the Restated LTIP, or any part of it, but no amendment that requires shareholder approval in order for the Restated LTIP to continue to comply with Section 162(m) will be effective unless it is approved by the required vote of our shareholders. Also, no amendment may adversely affect the rights of any participant without the participant’s consent under any awards previously granted under the plan. 2016 Proxy Statement  |  83 Proposal 4 Benefits Not Determinable.Because performance goal criteria may vary from year to year, benefits under the Restated LTIP are not determinable. The Restated LTIP is designed to provide payments only if the performance goals established by the Compensation Committee have been met and the attainment of the goals has been certified by the Compensation Committee. The Summary Compensation Table on Page 45 states the payouts under the plan to the named executive officers for the 2014-15, 2013-14, and 2012-13 Performance Periods. The Board recommends a voteFORProposal 4. 84  |  2016 Proxy Statement Proposal 5: Advisory Approval of Executive Compensation   The Board is asking youour shareholders to approve, on a nonbinding, advisory basis, the compensation of our named executive officers, as described in this Proxy Statement on Pages 2829 through 74.77. This advisory “Say-on-Pay” vote is required under Section 14A of the Exchange Act. WeConsistent with the preference expressed by a majority of our shareholders in 2016, we currently hold our Say-on-Pay vote every year. Shareholders will have an opportunity to cast an advisory vote on the frequency of Say-on-Pay votes at least every six years. The next advisory vote on the frequency of the Say-on-Pay vote is expected to occur at the 2022 Annual Meeting.   As described in detail under the CD&A beginning on Page 28,29, our compensation program is designed to attract, motivate and retain talented executives in order to maintain and enhance the Company’s performance and its return to shareholders. In order to accomplish this, we have a compensation program for our executives, including the named executive officers, that ties pay closely to performance. A significant portion of the compensation provided to the named executive officers is based upon the Company’s performance or the performance of our share price, and we believe this compensation structure closely aligns the interests of our named executive officers with the interests of our shareholders. The more senior an executive’s position, the greater portion of his or her compensation that is tied to performance. We believe you should read the CD&A and the compensation tables beginning on Page 2829 and also consider the following factors in determining whether to approve this proposal:   20152016 Results.Our 20152016 fiscal year was the fifthsixth consecutive year that our sales and profit results represented the highest levels ever achieved in our history as an athletic footwear and apparel business. As a result of our strong performance, we already achieved one of the objectives set in our long-range strategic plan adopted in early 2015, and made significant progress on the others, as shown in the table below:               2015-20             Long-Term Financial Metrics   2014   2015   Objectives Sales (billions)     $7.2       $7.4       $10   Sales Per Gross Square Foot     $490     $504       $600   Adjusted Earnings Before Interest and Taxes (EBIT) Margin     11.4 %     12.8 %     12.5 % Adjusted Net Income Margin     7.3 %     8.2 %     8.5 % Return on Invested Capital (ROIC)     15.0 %     15.8 %     17 % The table above includes non-GAAP results. We provide a reconciliation to GAAP on Pages 16 through 17 of our 2015 Annual Report on Form 10-K. Financial Metrics   2015   2016   2015-20 Long-Term Objectives   Sales (billions)     $7.4       $7.8       $10     Sales Per Gross Square Foot     $504       $515       $600     Adjusted Earnings Before Interest and Taxes (EBIT) Margin*     12.8 %     13.0 %     12.5 %   Adjusted Net Income Margin*     8.2 %     8.4 %     8.5 %   Return on Invested Capital (ROIC)*     15.8 %     15.1 %     17 %   * A reconciliation to GAAP is provided on Pages 16 through 18 of our 2016 Annual Report on Form 10-K.   Meaningful Stock Ownership Requirements.The Company’s Stock Ownership Guidelines require that the named executive officers hold a significant amount of the Company’s Common Stock as a percentage of their base salaries. Mr. Johnson is required to hold six times his annual base salary; Ms. Peters, Mr. Jacobs and Mr. McHughKimble are required to hold three times their annual base salaries; and Messrs. Berk and Verma areMs. Alviti is required to hold two times theirher annual base salaries.salary. Each of the named executive officers currently meets or exceeds these guidelines.   Pay for Performance Culture.Our executive compensation program is designed to reinforce our pay-for-performance culture. Payouts under our Annual Bonus Plan and LTIP are earned only if the Company performs.   20162017 Proxy Statement  | 85 Proposal 5   Earned Payouts for Performance.Based upon the Company’s performance, payments were made to the named executive officers under the Annual Bonus Plan for 2015.2016. LTIP payouts were earned for the 2014-152015-16 performance measurement period and will be paid out in 2017.2018. As described on Page 3639 of the CD&A, our LTIP is based on a two-year performance measurement period with an additional one-year vesting period, payable one-half(i) 50% in cash under the LTIP and one-half50% in equityRSUs under the Stock Incentive Plan iffor awards prior to and including the goals are achieved. Beginning with2015-16 performance measurement period, and (ii) 25% in cash under the LTIP and 75% in RSUs under the Stock Incentive Plan for the 2016-17 performance measurement period, earned awards underin each case only if the LTIP will be paid out 25% in cash and 75% in equity.applicable goals are achieved.   The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers as a whole, as described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Compensation Committee. Our Board and the Compensation Committee value the opinions of all of our shareholders. The Compensation Committee will review and consider the results of this advisory vote.   The Board recommends approval of the following resolution:   “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Company’s Proxy Statement for the 20162017 Annual Meeting of Shareholders pursuant to the SEC’s compensation disclosure rules, including the CD&A, the 20152016 Summary Compensation Table, and the other related tables and disclosures.”   The Board recommends a voteFORProposal 5. 86 86  |  20162017 Proxy Statement Proposal 6: Advisory Vote on Frequency of Executive Compensation Vote The Company is presenting the following proposal, which gives shareholders the opportunity to vote on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (“Say-on-Pay”). By voting on this Proposal 6, shareholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every one, two, or three years. Consistent with the views our shareholders expressed in 2011, we have held our Say-on-Pay vote every year since then. The Board is recommending that the annual Say-on-Pay vote be continued so that shareholders may continue to provide timely, direct input on our executive compensation program. The vote is advisory, which means that the vote is not binding on the Company, our Board, or the Compensation Committee. Our Board and the Compensation Committee value the opinions of all of our shareholders. The Compensation Committee will review and consider the results of this advisory vote. The Board recommends that you vote for the one-year interval for the advisory vote on executive compensation.   The Board recommends a vote for holding an advisory vote on the compensation of our named executive officersEVERY ONE YEAR. 2016 Proxy Statement  |  87 Deadlines and Procedures for Nominations and Shareholder Proposals   SEC Rule 14a-8 Under SEC Rule 14a-8, if a shareholder would like us to include a proposal in our proxy statement and form of proxy for the 20172018 Annual Meeting, our Secretary must receive the proposal at our corporate headquarters at 330 West 34th Street, New York, New York 10001 by December 9, 20168, 2017 in order to be considered for inclusion in the 20172018 proxy statement.   Other Proposals For any shareholder proposal that is not submitted under SEC Rule 14a-8, including nominations for directors, our By-lawsBy-Laws describe the procedures that must be followed. Under these procedures, we must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the prior year’s annual meeting. For 2017,the 2018 Annual Meeting, we must receive this notice no earlier than January 18, 201717, 2018 and no later than February 17, 2017,16, 2018, assuming that our 20172018 Annual Meeting is held on schedule. However, if we hold the 20172018 annual meeting on a date that is not within 30 days before or after the first anniversary of the prior year’s Annual Meeting, then we must receive the notice no later than ten days after the earlier of the date we first provide notice of the meeting to shareholders or announce it publicly.   Proposals for nomination for directors and other items of business should be addressed to the Secretary, 330 West 34th Street, New York, New York 10001 and must contain the information specified in the Company’s By-Laws, which are available on the corporate governance section of our corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov or from the Secretary.   By Order of the Board of Directors Sheilagh M. Clarke Secretary April 8, 2016 88  |  20162017 Proxy Statement 87 Questions and Answers about this Annual Meeting and Voting   Q: What is included in these proxy materials? A:The proxy materials include our 20162017 Proxy Statement and 20152016 Annual Report on Form 10-K. If you received printed copies of these materials by mail, these materials also include the proxy card for the 20162017 Annual Meeting.   Q: May I obtain an additional copy of the 20152016 Annual Report on Form 10-K? A:You may obtain an additional copy of our 20152016 Annual Report on Form 10-K without charge by writing to our Investor Relations Department at Foot Locker, Inc., 330 West 34th Street, New York, New York 10001. It is also available free of charge through our corporate website athttp://www.footlocker-inc.com/investors.cfm?page=corporate-governancewww.footlocker.com/corpgov.   Q: What constitutes a quorum for the Annual Meeting? A:We will have a quorum and will be able to conduct the business of the Annual Meeting if the holders of a majority of the shares outstanding and entitled to vote are present at the meeting, either in person or by proxy. We will count abstentions and broker non-votes, if any, as present and entitled to vote in determining whether we have a quorum.   Q: What is the record date for this meeting? A:The record date for this meeting is March 21, 2016. If you were a Foot Locker shareholder on this date, you are entitled to vote on the items of business described in this Proxy Statement. Q: Who may vote at the Annual Meeting? A:Each share of Common Stock is entitled to one vote. Only shareholders of record on the books of the Company as of March 21, 201620, 2017 (the record date) are entitled to vote at the Annual Meeting and any adjournments or postponements.postponements on the items of business described in this Proxy Statement. There were 136,094,471131,233,011 shares of Common Stock outstanding as of March 21, 2016.20, 2017. Each share of Common Stock is entitled to one vote.   Q: Can I vote shares held in employee plans? A:If you hold shares of Foot Locker Common Stock through the Foot Locker 401(k) Plan or the Foot Locker Puerto Rico 1165(e) Plan, your proxy card includes the number of shares allocated to your plan account. Your proxy card will serve as a voting instruction card for these shares for the plan trustee to vote the shares. The trustee will vote only those shares for which voting instructions have been given. To allow sufficient time for voting by the trustees of these plans, your voting instructions must be received by 11:59 p.m. EDT on May 15, 2016.14, 2017.   88 20162017 Proxy Statement  |  89 Questions and Answers   Q: What proposals are shareholders voting on at this meeting and what are the voting recommendations of the Board and the vote requirements to approve the proposals? A:The proposals that you are being asked to vote on at the Annual Meeting, our Board’s voting recommendations, and the vote required to approve each proposal are as follows:   Proposal       Board’s Voting Recommendation   Proposal Recommendation Vote Required to Approve Proposal 1   Election of SixEleven Directors to Serve for One-Year Terms   FOR EACH NOMINEE   Plurality of Votes Cast by Shareholders (please see our policy described on Page 910 regarding resignations by directors who do not receive more “For” votes than “Withheld” votes) Proposal 2   Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 20162017   FOR   Majority of Votes Cast by Shareholders Proposal 3   ReapprovalApproval of Amendment to the Performance Goals under the Foot Locker Annual Incentive Compensation Plan, as Amended and RestatedBy-Laws to Adopt Majority Voting in Uncontested Elections of Directors   FOR   Majority of Votes Cast by Shareholders Proposal 4   Approval of Amendment to the Foot Locker Long-TermAnnual Incentive Compensation Plan, as Amended and Restated   FOR   Majority of Votes Cast by Shareholders Proposal 5   Advisory Approval of the Compensation of our Named Executive Officers   FOR   Majority of Votes Cast by Shareholders Proposal 6 Advisory Vote on Whether the Shareholder Vote to Approve the Compensation of our Named Executive Officers Should Occur Every 1, 2, or 3 Years FOR EVERY ONE YEAR Majority of Votes Cast by Shareholders   Q: Could other matters be voted on at the Annual Meeting? A:We do not know of any other business that will be presented at the 20162017 Annual Meeting. If any other matters are properly brought before the meeting for consideration, then the persons named as proxies will have the discretion to vote on those matters for you using their best judgment.   Q: What happens if I do not vote my shares? A:This depends on how you hold your shares and the type of proposal. If you hold your shares in “street name,” such as through a bank or brokerage account, it is important that you cast your vote if you want it to count for Proposals 1, 3, 4, 5, and 6.5. If you do not instruct your bank or broker regarding how to vote your shares on these proposals, no votes will be cast on your behalf because the broker does not have discretionary authority to vote. This is called a “broker non-vote.” With regard to Proposal 2, your bank or broker will have discretion to vote any uninstructed shares for this proposal.   If you are a “shareholder of record” whererecord,” meaning your stock ownership is reflected directly on the books and records of the Company’s transfer agent, or if you hold your shares through the Foot Locker 401(k) Plan or Foot Locker 1165(e) Plan, no votes will be cast on your behalf on any of the proposals if you do not cast your vote.   90  |  2016 Proxy Statement Questions and Answers Q: How will the votes be counted? A:Votes will be counted and certified by an independent inspector of election.   Votes withheld for the election of one or more of the nominees for director will not be counted as votes cast for them. If you abstain from voting or there is a broker non-vote on any matter, your abstention or broker non-vote will not affect the outcome of such vote because abstentions and broker non-votes are not considered to be votes cast.   2017 Proxy Statement 89 The Company’s Certificate of IncorporationQuestions and By-laws do not contain any provisions on the effect of abstentions or broker non-votes.Answers   Q: How do I vote my shares? A:You may vote using any of the following methods:      Telephone      Scanning        Ballot           If you are located within the United States or Canada, you canmay vote your shares by calling 1-800-690-6903 and following the recorded instructions. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. EDT on May 17, 2016.The16, 2017. The telephone voting system has easy to follow instructions and allows you to confirm that the system has properly recorded your vote. If you vote bytelephone, you do NOT need toreturn a proxy card or votinginstruction form.   You may also choose to scan the QR Code provided to you to vote your shares through the Internet with your mobile device. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. EDT on May 17, 2016.You16, 2017. You will be able to confirm that the system has properly recorded your vote.Youvote. You do NOT need to return a proxy card or voting instruction form if you scan your QR code to vote.   You may also vote by ballot at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the meeting. If you plan tovote by ballot at the AnnualMeeting, you do notNOT need toreturn a proxy card or votinginstruction form.              Internet      Mail               You can also choose tomay vote your shares through the Internet atwww.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. EDT on May 17, 2016.16, 2017. As with telephone voting, you will be able to confirm that the system has properly recorded your vote.If you vote via theInternet, you do NOT need toreturn a proxy card or votinginstruction form.   If you received printed copies of the proxy materials by mail, you may choose to vote by mail. Simply mark your proxy card or voting instruction form, date and sign it, and return it in the postage-paid envelope that we included with your materials.       All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return a proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board.   Q: Can I change my mind after voting my shares? A:You may revoke your proxy at any time before it is used by • sending a written notice to the Secretary at the Company’s corporate headquarters, • delivering a valid proxy card with a later date, • providing a later dated vote by telephone or Internet, or • voting by ballot at the Annual Meeting. 90 20162017 Proxy Statement  |  91 Questions and Answers   Q: Can I change my mind after voting my shares? A:You may revoke your proxy at any time before it is used by (i) sending a written notice to the Company at its corporate headquarters, (ii) delivering a valid proxy card with a later date, (iii) providing a later dated vote by telephone or Internet, or (iv) voting by ballot at the Annual Meeting. Q: Will my vote be confidential? A:We maintain the confidentiality of our shareholders’ votes. All proxy cards, electronic voting, voting instructions, ballots, and voting tabulations identifying shareholders are kept confidential from the Company, except:     • as necessary to meetsatisfy any applicable legal requirements,         • when a shareholder requests disclosure or writes a comment on a proxy card,         • in a contested proxy solicitation, and         • to allow independent inspectors of election to tabulate and certify the vote.   Q: Do I need a ticket to attend the Annual Meeting? A:You will need an admission ticket to attend the Annual Meeting. AttendanceYes, attendance at the meeting will be limited to shareholders as of March 21, 201620, 2017 (or their authorized representatives) having an admission ticket or proof of their share ownership, and guests of the Company. If you plan to attend the meeting, please indicate this when you are voting by telephone or Internet or check the box on your proxy card,vote, and we will promptly mail an admission ticket to you.   If your shares are held in the name of a bank, broker, or other holder of record and you plan to attend the meeting, you can obtain an admission ticket in advance by providing proof of your ownership, such as a bank or brokerage account statement, to the Secretary at Foot Locker, Inc., 330 West 34th Street, New York, New York 10001. If you do not have an admission ticket, you must show proof of your ownership of the Company’s Common Stock at the registration table at the door.   Q: Who pays the cost of this proxy solicitation? A:We will pay for the cost of the solicitation of proxies, including the preparation, printing, and mailing of the proxy materials.   Proxies may be solicited, without additional compensation, by our directors, officers, or employees by mail, telephone, fax,facsimile, in person, or otherwise. We will request banks, brokers, and other custodians, nominees, and fiduciaries to deliver proxy materials to the beneficial owners of Foot Locker’s Common Stock and obtain their voting instructions, and we will reimburse those firms for their expenses under both SEC and NYSE rules. In addition, we have retained Innisfree M&A Incorporated to assist us in the solicitation of proxies for a fee of $12,500 plus out-of-pocket expenses.   Q: Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials? A:A:We are furnishing proxy materials to our shareholders primarily over the Internet under the SEC’s notice and access rules instead of mailing full sets of the printed materials. We believe that this procedure reduces costs, provides greater flexibility to our shareholders, and lessens the environmental impact of our Annual Meeting. On or about April 8, 2016,7, 2017, we started mailing to most of our shareholders in the United States a Notice of Internet Availability of Proxy Materials (the “Foot Locker Notice”). to most of our shareholders in the United States. The Foot Locker Notice contains instructions on how to access and read our 20162017 Proxy Statement and our 20152016 Annual Report to Shareholders on the Internet and to vote online.If you received a Foot Locker Notice by mail, you will not receive paper copies of the proxy materials in the mail, unless you request them.Instead, the Foot Locker Notice instructs you on how to access and read the Proxy Statement and Annual Report and how you may submit your proxyvote over the Internet. If you received a Foot Locker Notice by mail and would like to receive a printed copy of the materials, please follow the instructions on the Foot Locker Notice for requesting the materials, and we will promptly mail the materials to you. 92  |  2016 Proxy Statement Questions and Answers   We are mailing to shareholders, or making available to shareholders via the Internet, this Proxy Statement, form of proxy card, and our 20152016 Annual Report on Form 10-K on or about April 8, 2016.7, 2017. 2017 Proxy Statement 91 Questions and Answers Q: What is “householding” and how does it affect me? A:Foot Locker has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Foot Locker Notice will receive instructions on submitting their proxy cards/voting instruction form via the Internet. If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge Financial Solutions, Inc., by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.   Q: Where is the location of the 20162017 Annual Meeting? A:As we have moved our corporate headquarters, thisThis year’s annual meeting will be held nearby at AMC Loews Theatre, 312NYC33, 125 West 34th33rd Street, New York, New York 10001 (located between 8th6th Avenue and 9th7th Avenue).   Directions   By subway Take any of the A, C, E, 1, 2, or 3 subway lines to 34th Street–Penn Station. AMC Loews TheatreNYC33 is on the southnorth side of 34th33rd Street between 8th6th Avenue and 9th7th Avenue.   By car or taxi Take the Lincoln Tunnel into New York City, following the signs for 34th Street. Turn left onto West 34th Street; turn right onto 7th Avenue; turn left onto West 32nd Street; turn left onto 6th Avenue; and immediately turn left onto West 33rd Street. AMC Loews TheatreNYC33 is on the southnorth side of 34th33rd Street between 8th6th Avenue and 9th7th Avenue.   By Order of the Board of Directors Sheilagh M. Clarke Secretary April 7, 2017 92 20162017 Proxy Statement  |  93 Appendix A   Foot Locker Long-TermAnnual Incentive Compensation Plan, as Amended and Restated   AmendedThe Compensation and Restated asManagement Resources Committee of March 23, 2016 Effective as of February 1, 1981, the Board of Directors of Foot Locker, Specialty, Inc. adopted a Long-Term(“Foot Locker”) amended the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the “Plan”) for certain executives of Foot Locker Specialty, Inc. and its subsidiaries. Effective as of August 7, 1989, Foot Locker, Inc. (“Foot Locker” or the “Company”) adopted the Plan, as amended.March 22, 2017. The Plan has beenwas previously amended and restated from time to time, and in accordance with the requirementsas of “Section 162(m) of the Code” (as defined below),March 28, 2013, and the performance goals under the Plan were initially approved at the 1996 annual meeting of shareholders and were reapproved in 2001, 2006 and 2011. The Plan is again amended and restated as of March 23, 2016 in the form set forth below, subject to shareholder approval of the performance goals set forth herein at the 2016 annual meeting of shareholders.2016.   The objectives of the Plan are: 1. Purpose of the Plan.The purposes of the Plan are:   (a) to reinforce corporate organizational and business-developmentbusiness development goals.   (b) to promote the achievement of year-to-year and long-range financial and other business objectives such as high quality of service and product, improved productivity and efficiencies for the benefit of our customers’ satisfaction and to assure a reasonable return to Foot Locker’s shareholders.   (c) to reward the performance of individual executivesofficers and key employees in fulfilling their personal responsibilities for long-rangeannual achievements.   (d) to serve as a qualified performance-based compensation program under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor section and the Treasury regulations promulgated thereunder (“Section 162(m) of the Code”).   (e) to award shares of Common Stock (as defined below) after attainment of pre-established performance goals and completion of the Performance Period (as defined below), which shall be considered “Other Stock-Based Awards” under the Foot Locker 2007 Stock Incentive Plan, amended and restated as of May 21, 2014, and as further amended from time to time, or other applicable stock incentive plan of the Company (the “Stock Incentive Plan”). 1.Definitions.The following terms, as used herein, shall have the following meanings: 2. Definitions.The following terms, as used herein, shall have the following meanings:   (a)“Annual Base Salary”with respect to any Plan Year shall mean the annual base salary approvedtotal amount paid by the Committee with respectFoot Locker and its subsidiaries to the executive at the time the performance goals are established by the Committee, as described in Section 5(b) hereofa participant during such Plan Year without reduction for any amounts withheld pursuant to participation in a qualified “cafeteria plan” under Section 125 of the Code, a qualified transportation arrangement under Section 132(f)(4) of the Code, or a cash or deferred arrangement under Section 401(k) of the Code or a qualified transportation arrangement under Section 132(f) of the Code. Notwithstanding the foregoing in the event of an executive’s promotion during a Performance Period, such participant’s Annual Base Salary shall reflectnot include any salary increaseamount paid asor accruing to a resultparticipant under the Foot Locker Long-Term Incentive Compensation Plan or any other incentive compensation or bonus payment or extraordinary remuneration, expense allowances, imputed income or any other amounts deemed to be indirect compensation, severance pay and any contributions made by Foot Locker to this or any other plan maintained by Foot Locker or any other amounts which, in the opinion of the participant’s promotion.Committee, are not considered to be Annual Base Salary for purposes of the Plan.   (b)“Board”shall mean the Board of Directors of Foot Locker. 2016 Proxy Statement  |  A-1   (c)“Change in Control”shall mean any of the following: (i) the merger or consolidation of the Company with, or the sale or disposition of all or substantially all of the assets of the Company to, any person other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation; or (B) a merger or capitalization effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (ii) below; (ii) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the 2017 Proxy Statement A-1 aggregate, of securities of the Company representing thirty-five percent (35%) or more of the total combined voting power of the Company’s then issued and outstanding voting securities by any person acting in concert; or (iii) during any period of not more than twelve (12) months, individuals who at the beginning of such period constitute the Board of Directors of the Company (referred to herein as the “Board”), and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (?(⅔) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof.   (d)“Committee”shall mean two or more members of the Compensation and Management Resources Committee of the Board, each of whom is an “outside director” within the meaning of Section 162(m) of the Code.   (e)“Common Stock”Covered Employee”shall mean common stockan officer or key employee of Foot Locker par value $0.01 per share.who is designated as an executive officer for purposes of Rule 3b-7 of the Securities Exchange Act of 1934 for the relevant Plan Year.   (f)“Consolidated Net Income”Payment Date”shall mean the net income of Foot Locker and its subsidiariesdate selected by the Committee for each fiscal year determined in accordance with generally accepted accounting principles and reported upon by Foot Locker’s independent accountants but before provision for accrued expenses net ofpayments under the related income tax reduction for paymentsPlan to be made pursuant to this Plan.following the finalization, review and approval of performance goal achievements for the Plan Year, which date shall be within two and one-half months following the end of the Plan Year.   (g)“Fair Market Value”of a share of Common Stock shall mean the average of the closing prices of a share of such Common Stock as reported on the Composite Tape for the New York Stock Exchange during the sixty (60) day period immediately preceding the payment date relating to the applicable Performance Period. (h)“Individual Target Award”shall mean the targeted performance award for a Plan Year specified by the Committee as provided in Section 56 herein.   (i)“Performance Period”shall mean the period of three consecutive Plan Years or such other period as determined by the Committee, beginning with the Plan Year in which the award is made. (j)(h)“Plan Year”shall mean Foot Locker’s fiscal year during which the Plan is in effect.   2.(i)“Termination”shall mean: (1) a termination of service for reasons other than a military or personal leave of absence granted by the Company or a transfer of a Participant from or among the Company and a parent corporation or subsidiary corporation, as defined under Code Sections 424(e) or 424(f), respectively, or (2) when a subsidiary, which is employing a Participant, ceases to be a subsidiary corporation, as defined under Section 424(f) of the Code. 3.    Administration of the Plan.The Plan shall be administered by the Committee. No member of the Committee while serving as such shall be eligible for participation in the Plan. The Committee shall have exclusive and final authority in all determinations and decisions affecting the Plan and its participants. The Committee shall also have the sole authority to interpret the Plan, to establish and revise rules and regulations relating to the Plan, to delegate such responsibilities or duties as it deems desirable, and to make any other determination that it believes necessary or advisable for the administration of the Plan including, but not limited to: (i) approving the designation of eligible participants; (ii) setting the performance criteria within the Plan guidelines; and (iii) certifying attainment of performance goals and other material terms. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to incorporate provisions in the performance goals allowing for adjustments in recognition of unusual or non-recurring events affecting Foot Locker or the financial statements of Foot Locker, or in response to changes in applicable laws, regulations, or accounting principles; provided that the Committee shall have such authority with regard to the performance goals of Covered Employees solely to the extent permitted by Section 162(m) of the Code. To the extent any provision of the Plan other than Section 7 herein, creates impermissible discretion under Section 162(m) of the Code or would otherwise violate Section 162(m) of the Code with regard to the performance goals of Covered Employees, such provision shall have no force or effect.   4.    Participation.Participation in the Plan is limited to officers or key employees of Foot Locker. Individual participants shall be those employees selected in the sole discretion of the Committee (in the case of Covered Employees) or its designee (in the case of all other officers and key employees). In determining the persons to whom awards shall be granted, the Committee shall take into account such factors as the Committee shall deem appropriate A-2 A-2  |  20162017 Proxy Statement     3.Participation.Participation in connection with accomplishing the Plan is limited to officers or other key employeespurposes of Foot Locker or any subsidiary thereof, as selected by the Committee in its sole discretion.Plan. The Committee may from time to time designate additional participants who satisfy the criteria for participation as set forth herein and shall determine when an officer or key employee of Foot Locker ceases to be a participant in the Plan.   4.5.    Right to Payment.Unless otherwise determined by the Committee in its sole discretion, a participant shall have no right to receive payment under this Plan unless the participant remains in the employ of Foot Locker at all times duringthrough and including the applicable Performance Period; provided, however, that notwithstanding any other provisionPayment Date. In the event of the Plan, the Committee may make a pro-rata payment following the end of the Performance Period to any participant in circumstances the Committee deems appropriate including, but not limited to a participant’s death, disability, retirement, or other termination of employment during the Performance Period, provided the performance goals for the Performance Period are met. Furthermore, upon a Change in Control, the Committee may, in its sole discretion, but onlyshall, to the extent permitted under Section 162(m) of the Code (if applicable), make a payment to any participant who is a participant at the time of such Change in Control onand who has a Termination of employment other than for cause, as determined by the date of the Change in Control, or as soon as practicable thereafter, andCommittee, prior to the end of the Performance Period (to the extent determinable),Plan Year in an amount which is equal to or less than the pro-rata portion (through the date of the Change in Control)his or her Termination) of the Individual Target Award based on (a) the actual performance results achieved relative to the Performance Period’s performance goals with respect to the period from the commencement of the Performance Period to the date of the Change in Control, and (b) the performance results that would have been achieved had the Performance Period’s Target been met for the balance of such Performance Period. Any pro-ration required hereunderPlan Year, which shall be based on a fraction,payable at the numeratorsame time as payments for such Plan Year are made to actively employed participants, as provided under Section 7 of which is the number of months completed before the termination of employment or Change in Control, as the case may be, and the denominator of which is the number of months in the Performance Period.this Plan.   5.6.    Payment.   (a) Payment under this Plan to a participant under this Plan for each Performance Period shallwill be made in cash shares of the Company’s Common Stock, or any combination thereof, as determined by the Committee for each Performance Period. If payment isin an amount equal to be made in shares of the Company’s Common Stock, the number of shares of Common Stock shall be determined by the Committee by dividing the achieved percentage of such participant’s Annual Base Salary payable in Common Stock (asas determined by the Committee for each Performance Period) by the Fair Market Value of the Common Stock on the date of payment as determined in accordance with Section 4 or 6 herein.Plan Year. Such achieved percentage shall be based on the participant’s achievement of his or her Individual Target Award. Except to the extent provided for in Section 4 hereof, paymentPayment shall be made only if and to the extent the relevant performance goals with respect to the Performance PeriodPlan Year are attained. Awards of Common Stock made pursuant to this Plan are Other Stock-Based Awards (as defined in the Stock Incentive Plan) and are issued under and subject to, the applicable provisions of the Stock Incentive Plan including, without limitation, Section 9 (Other Stock-Based Awards) and Section 5 (Stock Subject to the Plan; Limitation on Grants). In the event that any payment results in other than a whole number of shares of Common Stock, the value of the fractional share of Common Stock shall be paid in cash.   (b) At the beginning of each Performance PeriodPlan Year (or, with respect to Covered Employees, within the time period prescribed by Section 162(m) of the Code), the Committee shall establish all performance goals and the Individual Target Awards for such Performance PeriodPlan Year and Foot Locker shall inform each participant of the Committee’s determination with respect to such participant for such Performance Period.Plan Year. Individual Target Awards shall be expressed as a percentage of such participant’s Annual Base Salary. At the time the performance goals are established, the Committee shall prescribe a formula to determine the percentagepercentages of the Individual Target Award which may be payable based upon the degree of attainment of the performance goals during the Performance Period. 2016 Proxy Statement  |  A-3 Plan Year.   (c) Notwithstanding anything to the contrary contained in this Plan,   (1) the performance goals in respect of awards granted to participants hereunder,who are Covered Employees, shall be based on one or more of the following criteria:   (i) the attainment of certain target levels of, or percentage increase in, pre-tax profit;   (ii) the attainment of certain target levels of, or percentage increase in, division profit;   (iii) the attainment of certain target levels of, or a percentage increase in, after-tax profits of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);   (iv) the attainment of certain target levels of, or a specified increase in, operational cash flow or economic value added of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);   (v) the achievement of a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, Foot Locker’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of Foot Locker, if any, which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee;   (vi) the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations of Foot Locker (or a subsidiary, division or other operational unit of Foot Locker);   2017 Proxy Statement A-3 (vii) the attainment of certain target levels of, or a specified percentage increase in, revenues, net income, or earnings before (A) interest, (B) taxes, (C) depreciation and/or (D) amortization, of Foot Locker (or a subsidiary, division, or other operational unit of Foot Locker);   (viii) the attainment of certain target levels of, or a specified increase in, return on invested capital or return on investment;   (ix) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on shareholders’ equity of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); and   (x) the attainment of a certain target level of, or reduction in, selling, general and administrative expense as a percentage of revenue of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker);, and   (xi)(2) in no event shall payment in respect of an award granted for a performance period be made to a participant who is a Covered Employee as of the attainmentend of asuch Plan Year in an amount which exceeds$6 million. Subject to Section 3 of the Plan regarding certain target leveladjustments, in connection with the establishment of or percentage increase in, Consolidated Net Income; (xii) the attainment of certain target levels of, or a specified increase in, enterprise value or value creation targets ofperformance goals, the criteria listed above for Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); (xiii) the attainment of a certain target level of, or a specified increase shall be determined in gross or operating margins of Foot Locker (or any subsidiary, division or other operational unit of Foot Locker); and (xiv) the attainment of certain target levels of, or a specified increase in, the fair market value of the shares of Common Stock or total shareholder return, including the value of an investment in Common Stock assuming the reinvestment of dividends. In addition, performance goals may be based upon the attainment of specified levels of Foot Locker (or a subsidiary, division or other operational unit of Foot Locker) performance under one or more of the measures described above relative to the performance of other corporations. The Committee may designate additional business criteria on which the performance goals may be based or adjust, modify, or amend those criteria. A-4  |  2016 Proxy Statement (2) To the extent permitted under Section 162(m) of the Code, unless otherwise determined by the Committee at the time the performance goals are set and incorporated into the performance goals, the Committee shall exclude the impact of any of the following events or occurrences: (i) restructurings, discontinued operations, extraordinary items or other special, unusual or non-recurring items or charges; (ii) any acquisition or divestiture of an operating business during the Plan Year or Performance Period; (iii) impairment charges taken under relevant accounting rules; (iv) an event either not directly related to the operations of the Company (or any subsidiary, division or other operational unit of the Company) or not within the reasonable control of the Company’s management; or (v) a change in tax law or accounting standards required byaccordance with generally accepted accounting principles.principles consistently applied by Foot Locker, but before consideration of payments to be made pursuant to this Plan and pursuant to the Foot Locker Long-Term Incentive Compensation Plan.   (3) In no event shall payment in respect of an award granted for a Performance Period be made to a participant as of the end of such Performance Period in a dollar value which exceeds the lesser of (i) 300% of such participant’s Annual Base Salary or (ii) $5,000,000. 6.7.    Time of Payment.Subject to Section 4 herein, allAll payments earned by participants under thethis Plan shall be based on the achievement of performance goals established by the Committee and will be paid in accordance with Section 5 herein after performance goal achievements for the Performance PeriodPlan Year have been finalized, reviewed, approved, and to the extent required by Section 162(m) of the Code, certified by the Committee but in no event later than two and one-half months following the end of the fiscal year for the last year of the applicable Performance Period.Plan Year. Foot Locker’s independent accountants shall, examine as of the close of the Performance PeriodPlan Year, determine whether the performance goals have been achieved and communicate the results of such examinationdetermination to the Committee as to the appropriateness of the proposed payments under the Plan. 7.Interim Participation.Notwithstanding anything else herein, the Committee may, in its sole discretion, grant an award hereunder to a participant who commences employment with Foot Locker during a Plan Year. Such award is not required to satisfy the exception for performance-based compensation set forth in Section 162(m) of the Code.Committee.   8.Miscellaneous Provisions.   (a) A participant’s rights and interests under the Plan may not be sold, assigned, transferred, pledged or alienated.   (b) In the case of a participant’s death, payment, if any, under the Plan shall be made to his or her designated beneficiary, or in the event no beneficiary is designated or surviving, to the participant’s estate.   (c) Neither thethis Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of Foot Locker or any subsidiary.Locker.   (d) Foot Locker and any of its subsidiaries shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments made pursuant to the Plan.   (e) Except with regard to an award made pursuant to Section 7 herein, the Plan is designed and intended to comply with Section 162(m) of the Code and all provisions hereof shall be limited, construed and interpreted in a manner to so comply. 2016 Proxy Statement  |  A-5 (f) While neither Foot Locker nor any of its subsidiariesdoes not guarantee any particular tax treatment, the Plan is designed and intended to comply with the short-term deferral rules under Section 409A of the Code and the applicable regulations thereunder and shall be limited, construed and interpreted with such intent. All amounts payable under the Plan shall be payable within the short-term deferral period in accordance with Section 409A and regulations issued thereunder. (f) The Plan is designed and intended to comply with Section 162(m) of the Code with regard to awards made to Covered Employees, and all provisions hereof shall be limited, construed and interpreted in a manner so to comply. A-4 2017 Proxy Statement   (g) The Board or the Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, that, no amendment which requires shareholder approval in order for the Plan to continue to comply with the exception for performance based compensation under Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of Foot Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any participant, without such participant’s consent, under the award theretofore granted under the Plan.   (h) Notwithstanding anything herein to the contrary, amounts payable hereunderThe Plan shall be subject tobinding on Foot Locker’s clawback policy with respect to the recoveryLocker and its successors by operation of incentive compensation to the extent and in the manner provided therein.law.   A-6  |  20162017 Proxy Statement A-5   Thank you forbeing a shareholder and for the trust you have in Foot Locker, Inc. Y O U R  V O T E  I S  I M P O R T A N T P L E A S E  V O T E  Y O U R  P R O X Y Y O U R  V O T E  I S  I M P O R T A N T P L E A S E  V O T E  Y O U R  P R O X Y FOOT LOCKER, INC. 330 WEST 34TH STREET NEW YORK, NY 10001   SCAN TO VIEW MATERIALS & VOTE     VOTE BY INTERNET -www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.   TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E01289-P75627-Z67382 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY E19110-P88728                   KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.   FOOT LOCKER, INC. FOOT LOCKER, INC. Proposals - The Board of Directors recommends a vote FOR EACH NOMINEE for Director in Proposal 1. 1. Election of Eleven Directors to Serve for One-Year Terms. For Withhold Nominees: 1a. Maxine Clark o o 1b. Alan D. Feldman o o 1c. Jarobin Gilbert, Jr. o o 1d. Richard A. Johnson o o 1e. Guillermo G. Marmol o o 1f. Matthew M. McKenna o o 1g. Steven Oakland o o 1h. Ulice Payne, Jr. o o 1i. Cheryl Nido Turpin o o 1j. Kimberly Underhill o o 1k. Dona D. Young o o                                            A  Proposals - The Board of Directors recommends a vote FOR EACH NOMINEE for Director in Proposal 1.                           1. Election of Six Directors to Serve for One-Year Terms. Nominees: For Withhold 1a.  Maxine Clark £ £ 1b.  Alan D. Feldman £ £ 1c.  Jarobin Gilbert, Jr. £ £ 1d.  Richard A. Johnson £ £ 1e.  Guillermo G. Marmol £ £ 1f.  Dona D. Young £ £ The Board of Directors recommends a vote FOR Proposals 2, 3, 4, and 5.   For   Against   Abstain               2.  Ratification of the Appointment of Independent Registered Public Accounting Firm.   £o   £o   £o                 3. ReapprovalApproval of an Amendment to the Performance Goals under the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated.By-Laws to Adopt Majority Voting in Uncontested Elections of Directors.   £o   £o   £o                 4. Approval of an Amendment to the Foot Locker Long-TermAnnual Incentive Compensation Plan, as Amended and Restated.   £o   £o   £o                 5. Advisory Approval of the Company’s Executive Compensation.   £o   £o   £ The Board of Directors recommends a vote FOR EVERY ONE YEAR. 1 Year 2 Years 3 Years Abstain 6.     Advisory Vote Regarding Frequency of Advisory Approval of Executive Compensation. £ £ £ £ For address changes and/or comments, please check this box and write them on the back where indicated. £ Please indicate if you plan to attend this meeting. £ £ o                 Yes No NOTE:Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.                           For address changes and/or comments, please check this box and write them on the back where indicated. o Please indicate if you plan to attend this meeting. o o Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date   Signature (Joint Owners) Date   Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report with Form 10-K are available atwww.proxyvote.com.   E01290-P75627-Z67382   E19111-P88728 FOOT LOCKER, INC. Annual Meeting of Shareholders May 18, 201617, 2017 at 9:00 A.M. Eastern Daylight Time This proxy is solicited by the Board of Directors of Foot Locker, Inc.   Sheilagh M. Clarke, John A. Maurer, and Lauren B. Peters, or any of them, each with the power of substitution, are hereby authorized to vote the shares of the undersigned at the Annual Meeting of Shareholders of Foot Locker, Inc., to be held on May 18, 2016,17, 2017, at 9:00 A.M., local time, at AMC Loews Theatre, 312NYC33, 125 West 34th33rd Street, New York, New York 10001, and at any adjournment or postponement thereof, upon the matters set forth in Foot Locker, Inc.’s Proxy Statement and upon such other matters as may properly come before the Annual Meeting, voting as specified on the reverse side of this card with respect to the matters set forth in the Proxy Statement, and voting in the discretion of the above-named persons on such other matters as may properly come before the Annual Meeting.   IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. THE PERSONS NAMED ABOVE AS PROXIES CANNOT VOTE THE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR VOTE BY TELEPHONE OR INTERNET. YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.   EMPLOYEE PLANS IF YOU ARE A PARTICIPANT IN THE FOOT LOCKER 401(k) PLAN OR THE FOOT LOCKER PUERTO RICO 1165(e) PLAN, BY SIGNING AND RETURNING THIS PROXY CARD (OR VOTING BY TELEPHONE OR INTERNET), YOU WILL AUTHORIZE THE PLAN TRUSTEES TO VOTE THOSE SHARES ALLOCATED TO YOUR ACCOUNT AS YOU HAVE DIRECTED.             Address Changes/Comments:              (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side SCAN TO VIEW MATERIALS & VOTE   FOOT LOCKER, INC. ANNUAL MEETING FOR HOLDERS AS OF 3/21/16 TO BE HELD ON 5/18/16 Your vote is important. Thank you for voting. Read the Proxy Statement and have the voting instruction form below at hand. Please note that the telephone and Internet voting turns off at 11:59 p.m. ET the night before the meeting or cutoff date. Vote by Internet: www.proxyvote.com, or scan the QR Barcode above. Vote by Phone: 1-800-454-8683 Vote by Mail: Use the envelope enclosed TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E01346-P75656 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting. The following materials are available at www.proxyvote.com: Notice and Proxy Statement and Annual Report with Form 10-K  A  Proposals - The Board of Directors recommends a vote FOR EACH NOMINEE for Director in Proposal 1. 1. Election of Six Directors to Serve for One-Year Terms. Nominees: For Withhold 1a.  Maxine Clark £ £ 1b.  Alan D. Feldman £ £ 1c.  Jarobin Gilbert, Jr. £ £ 1d.  Richard A. Johnson £ £ 1e.  Guillermo G. Marmol £ £ 1f.  Dona D. Young £ £   (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)   PLEASE “X” HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON £ The Board of Directors recommends a vote FOR For Against Abstain Proposals 2, 3, 4, and 5. 2.     Ratification of the Appointment of Independent Registered Public Accounting Firm. £ £ £ 3. Reapproval of the Performance Goals under the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated. £ £ £ 4. Approval of the Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated. £ £ £ 5. Advisory Approval of the Company’s Executive Compensation. £ £ £ The Board of Directors recommends a vote FOR EVERY ONE YEAR. 1 Year 2 Years 3 Years Abstain 6.     Advisory Vote Regarding Frequency of Advisory Approval of Executive Compensation. £ £ £ £ NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Continued and to be signed on reverse side   Signature [PLEASE SIGN WITHIN BOX] Date