Current Report Filing (8-k)
May 27 2022 - 4:17PM
Edgar (US Regulatory)
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2022-05-27
2022-05-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported): May
27, 2022 (May 24, 2022)
Foot Locker, Inc.
(Exact name of registrant as specified in charter)
New
York |
1-10299 |
13-3513936 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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 |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
W. Scott Martin, a
named executive officer, ceased to serve as Executive Vice President, Chief Strategy and Corporate Development Officer of Foot Locker,
Inc. (the “Company”), effective May 24, 2022, and will depart from the Company, effective June 23, 2022, at which time his
employment agreement will terminate. Mr. Martin will remain an employee of the Company until June 23, 2022. The Human Capital and Compensation
Committee of the Board of Directors of the Company determined that Mr. Martin’s departure constitutes a termination without cause
under the terms of his employment agreement and the Company benefit plans, and accordingly, certain amounts will be required to be paid
to Mr. Martin under his employment agreement and the Company benefit plans.
Item 7.01. |
Regulation FD Disclosure. |
The information set
forth in Item 5.02 above is hereby incorporated by reference under this Item 7.01.
The information contained
in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific
reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 27, 2022 |
By: |
/s/ Sheilagh M. Clarke |
|
|
Name: Sheilagh M. Clarke
Title: Executive Vice President,
General Counsel and Secretary |
|
|
|
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