FL Foot Locker
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant☐
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|☐||Preliminary Proxy Statement|
|☐||Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☒||Definitive Additional Materials|
|☐||Soliciting Material Pursuant to §240.14a-12|
FOOT LOCKER, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 20, 2020.
FOOT LOCKER, INC.
For holders as of:
March 23, 2020
|Date: May 20, 2020 Time: 9:00 A.M., Local Time|
Important Information Regarding Annual Meeting Attendance and Location.
We are monitoring the developments related to the impact of COVID-19 (Coronavirus) on a daily basis. We intend to hold our 2020 Annual Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described in the Proxy Statement) or may decide to hold our 2020 Annual Meeting in a different location or partly or solely by means of virtual communications, if permitted by applicable law. If we decide to modify the structure of our annual meeting, we will announce the decision to do so in advance, and details on how to participate will be issued by press release (which will be filed with the SEC) and available atfootlocker.com/corp andproxyvote.com. Please retain the 16-digit control number as you will need this number should we determine to allow for virtual attendance and you elect to participate. If we hold the 2020 Annual Meeting virtually, all shareholders will be afforded the same rights they would have had at a physical meeting, and our current intention would be to then revert to a physical meeting in 2021. We also encourage all shareholders to continue to review guidance from public health authorities as the time for our annual meeting approaches.
|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:|
|NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K|
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com,or scan the QR Barcode below.
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Please make the request as instructed above on or before May 6, 2020 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 towww.proxyvote.comor from a smartphone, 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.
|A||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.|
|1b.||Alan D. Feldman|
|1c.||Richard A. Johnson|
|1d.||Guillermo G. Marmol|
|1e.||Matthew M. McKenna|
|1h.||Ulice Payne, Jr.|
|1k.||Dona D. Young|
|The Board of Directors recommends a vote FOR Proposals 2 and 3.|
|2.||Advisory Approval of the Company’s Executive Compensation.|
|3.||Ratification of the Appointment of Independent Registered Public Accounting Firm.|
|NOTE:Such other business as may properly come before the meeting or any adjournment thereof.|