Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At Foot Locker, Inc.’s (the
“Company”) annual meeting of shareholders held on May 18, 2022 (the “Annual Meeting”), shareholders voted on the
four proposals set forth below. For more information on the proposals, please see the 2022 Proxy Statement, the relevant portions of which
are incorporated herein by reference.
As of March 21, 2022, the Company’s
record date for the Annual Meeting, there were a total of 96,089,997 shares of common stock, $0.01 par value per share (“Common
Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 77,551,206 shares of Common Stock were represented
in person or by proxy and, therefore, a quorum was present.
Proposal 1. With respect to
the proposal to elect ten nominees to the Board of Directors (the “Board”), each for a one-year term expiring at the annual
meeting of shareholders to be held in 2023, the votes were cast for the proposal as set forth below:
Name |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Virginia C. Drosos |
|
59,657,810 |
294,935 |
|
10,714,238 |
|
6,884,223 |
Alan D. Feldman |
|
54,760,830 |
5,184,437 |
|
10,721,716 |
|
6,884,223 |
Richard A. Johnson |
|
54,484,293 |
16,105,005 |
|
77,685 |
|
6,884,223 |
Guillermo G. Marmol |
|
54,193,921 |
5,753,395 |
|
10,719,667 |
|
6,884,223 |
Darlene Nicosia |
|
55,123,930 |
4,827,808 |
|
10,715,245 |
|
6,884,223 |
Steven Oakland |
|
55,421,657 |
4,524,393 |
|
10,720,933 |
|
6,884,223 |
Ulice Payne, Jr. |
|
54,993,396 |
4,950,917 |
|
10,722,670 |
|
6,884,223 |
Kimberly Underhill |
|
55,046,260 |
4,906,500 |
|
10,714,223 |
|
6,884,223 |
Tristan Walker |
|
55,528,794 |
4,419,340 |
|
10,718,849 |
|
6,884,223 |
Dona D. Young |
|
53,876,257 |
6,074,467 |
|
10,716,259 |
|
6,884,223 |
Based on the votes set forth
above, each of the ten nominees to the Board was duly elected.
Proposal 2. With respect to
the proposal to approve, on an advisory basis, the Company’s named executive officers’ (“NEOs”) compensation,
the votes were cast for the proposal as set forth below:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
57,172,731 |
|
13,324,080 |
|
170,172 |
|
6,884,223 |
Based on the votes set forth above,
the NEOs’ compensation was approved.
Proposal 3. With respect to
the proposal, on an advisory basis, whether the shareholder vote to approve the NEOs’ compensation should occur every 1, 2, or 3
years, the votes were cast for the proposal as set forth below:
Votes For
1 Year |
|
Votes For
2 Years |
|
Votes For
3 Years |
|
Abstentions |
|
Broker Non-Votes |
66,076,265 |
|
43,060 |
|
4,352,683 |
|
194,975 |
|
6,884,223 |
Based on the votes set forth above,
the Company will include an annual advisory shareholder vote to approve the NEOs’ compensation in its proxy materials until the
next required frequency vote, which is expected to be held at the annual meeting of shareholders to be held in 2028.
Proposal 4. With respect to
the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal
year, the votes were cast for the proposal as set forth below:
Votes For |
|
Votes Against |
|
Abstentions |
|
75,612,318 |
|
1,854,695 |
|
84,193 |
|
Based on the votes set forth above,
the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was duly ratified.