FL Foot Locker
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2020
Foot Locker, Inc.
(Exact name of registrant as specified in charter)
|(State or other jurisdiction|
330 West 34th Street, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 720-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Securities registered pursuant to Section 12(b) of the Act:|
Title of each class
Name of each exchange on
|Common Stock, par value $0.01 per share||FL||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Submission of Matters to a Vote of Security Holders.
At the Company’s annual shareholders’ meeting held on May 20, 2020 (the “Annual Meeting”), shareholders voted on the three proposals set forth below. For more information on the proposals, please see the 2020 Proxy Statement, the relevant portions of which are incorporated herein by reference.
As of March 23, 2020, the Company’s record date for the Annual Meeting, there were a total of 104,191,210 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 85,990,287 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
1. With respect to the election of the eleven nominees to the Board for one-year terms expiring at the annual shareholders’ meeting to be held in 2021, the votes were cast for the proposal as set forth below:
|Name||Votes For||Votes Against||Abstentions||Broker Non-Votes|
|Alan D. Feldman||75,103,851||4,636,958||171,041||6,078,437|
|Richard A. Johnson||75,650,732||3,751,471||509,647||6,078,437|
|Guillermo G. Marmol||78,497,384||1,173,346||241,120||6,078,437|
|Matthew M. McKenna||74,386,121||5,287,121||238,608||6,078,437|
|Ulice Payne, Jr.||78,310,268||1,329,718||271,864||6,078,437|
|Dona D. Young||74,020,933||5,714,751||176,166||6,078,437|
Based on the votes set forth above, each of the eleven nominees to the Board was duly elected.
2. With respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the votes were cast for the proposal as set forth below:
|Votes For||Votes Against||Abstentions||Broker Non-Votes|
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved.
3. With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year, the votes were cast for the proposal as set forth below:
|Votes For||Votes Against||Abstentions|
Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year was duly ratified.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FOOT LOCKER, INC.
|Date: May 21, 2020||By:||/s/ Sheilagh M. Clarke|
Name: Sheilagh M. Clarke
|Title: Senior Vice President,|
|General Counsel and Secretary|