FL Foot Locker

Filed: 6 Apr 17, 8:00pm

Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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*** Exercise YourRightto Vote ***

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 17, 2017.







NEW YORK, NY 10001



Meeting Information


Meeting Type:                Annual Meeting
For holders as of:         March 20, 2017
Date:   May 17, 2017Time:   9:00 A.M., Local Time
Location: NYC33
 125 West 33rd Street
 New York, NY 10001



You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.


















Before You Vote

How to Access the Proxy Materials

























Proxy Materials Available to VIEW or RECEIVE:




How to View Online:


Have the information that is printed in the box marked by the arrow (located on the following page) and, or scan the QR Barcode below.


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

2)BY TELEPHONE:1-800-579-1639

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before May 3, 2017 to facilitate timely delivery.


How To Vote
Please Choose One of the Following Voting Methods


Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet:Go or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow(located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


Voting Items


Proposals - The Board of Directors recommends a vote FOR EACH NOMINEE for Director in Proposal 1. The Board of Directors recommends a vote FOR Proposals 2, 3, 4, and 5.
1.Election of Eleven Directors to Serve for One-Year Terms. 2.Ratification of the Appointment of Independent Registered Public Accounting Firm.
 Nominees: 3.Approval of an Amendment to the By-Laws to Adopt Majority Voting in Uncontested Elections of Directors.
 1a.   Maxine Clark   
 1b.   Alan D. Feldman 4.Approval of an Amendment to the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated.
 1c.   Jarobin Gilbert, Jr. 5.Advisory Approval of the Company’s Executive Compensation.
 1d.   Richard A. Johnson

1e.   Guillermo G. Marmol
 NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
 1f.    Matthew M. McKenna   
 1g.   Steven Oakland   
 1h.   Ulice Payne, Jr.   
 1i.    Cheryl Nido Turpin   
 1j.    Kimberly Underhill   
 1k.   Dona D. Young