Additional Proxy Soliciting Materials (definitive) (defa14a)
April 08 2022 - 7:03AM
Edgar (US Regulatory)
UNITED STATES
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
☐
Check the appropriate box:
☐ | | 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)
Payment of Filing Fee (Check the appropriate box):
☐ | | Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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☐ | | Fee paid previously with
preliminary materials. |
☐ | | Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Your Vote Counts!
FOOT LOCKER, INC.
2022 Annual Meeting
Vote by May 17,
2022
11:59 PM ET |
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![](https://content.edgar-online.com/edgar_conv_img/2022/04/08/0001539497-22-000779_footlocker_img001.jpg)
330 WEST
34TH STREET
NEW YORK,
NEW YORK 10001
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D67383-P64618 |
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You invested in
FOOT LOCKER, INC. and it’s time to vote!
You have the right to vote on proposals being
presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder
meeting to be held on May 18, 2022.
Get informed before
you vote
View the Notice and Proxy Statement and Annual
Report with Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 4, 2022.
If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com,
(2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number
(indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
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![](https://content.edgar-online.com/edgar_conv_img/2022/04/08/0001539497-22-000779_footlocker_img003.jpg) |
For
complete information and to vote, visit www.ProxyVote.com |
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Control
# |
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Smartphone users |
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Vote Virtually at the Meeting* |
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Point your camera here and |
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May 18, 2022 |
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vote without entering a |
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9:00 A.M., local time |
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control number |
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![](https://content.edgar-online.com/edgar_conv_img/2022/04/08/0001539497-22-000779_footlocker_img004.jpg) |
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Virtually at:
www.virtualshareholdermeeting.com/FL2022 |
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*Please check the meeting materials for any special
requirements for meeting attendance.
V1.1
Vote at www.ProxyVote.com
THIS IS NOT
A VOTABLE BALLOT
This is an overview of the proposals being presented
at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
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Board |
Voting Items |
Recommends |
1. |
Elect Ten
Directors to the Board to Serve for One-Year Terms. |
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Nominees: |
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1a. |
Virginia C. Drosos |
For |
1b. |
Alan D. Feldman |
For |
1c. |
Richard A. Johnson |
For |
1d. |
Guillermo G. Marmol |
For |
1e. |
Darlene Nicosia |
For |
1f. |
Steven Oakland |
For |
1g. |
Ulice Payne, Jr. |
For |
1h. |
Kimberly Underhill |
For |
1i. |
Tristan Walker |
For |
1j. |
Dona D. Young |
For |
2. |
Vote, on an Advisory Basis, to Approve the Company’s Named Executive Officers’ Compensation. |
For |
3. |
Vote,
on an Advisory Basis, on whether the Shareholder Vote to Approve the Company’s Named Executive Officers’ Compensation
Should Occur Every 1, 2, or 3 Years. |
Year |
4. |
Ratify
the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2022 Fiscal Year. |
For |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. |
D67384-P64618
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