Current Report Filing (8-k)
August 19 2022 - 7:01AM
Edgar (US Regulatory)
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2022-08-19
2022-08-19
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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):
August 19, 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 2.02. Results of
Operations and Financial Condition.
On August 19, 2022, Foot Locker,
Inc. (the “Company”) issued a press release (the “Press Release”) announcing its second quarter 2022 financial
and operating results. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which, in its entirety,
is incorporated herein by reference.
The Company is hosting a conference
call on August 19, 2022 to discuss its second quarter 2022 financial and operating results, during which the Company will provide an update
on the business.
The Company
is making reference to financial measures not presented in accordance with U.S. generally accepted accounting principles (“GAAP”)
in the Press Release, investor presentation concerning its second quarter 2022 financial and operating results (the “Investor Presentation”),
and conference call. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained
in the Press Release. The Company believes these non-GAAP financial measures provide useful information to investors because they allow
for a more direct comparison of its second quarter 2022 performance to its performance in the comparable prior-year period. The non-GAAP
financial measures are provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance
with GAAP. A reconciliation to GAAP is provided in the Condensed Consolidated Statements of Operations.
The information
contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation
FD Disclosure.
In conjunction with the Press
Release, the Company also made available the Investor Presentation. The Investor Presentation, which is available under the “Investor
Relations” section of the Company’s corporate website, located at investors.footlocker-inc.com, is included as Exhibit 99.2
to this Current Report on Form 8-K, which, in its entirety, is incorporated herein by reference. Information on the Company’s corporate
website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company
may make with the U.S. Securities and Exchange Commission.
The information contained in Item
7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into
any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements
and Exhibits.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
FOOT LOCKER, INC. |
|
|
|
Date: August 19, 2022 |
By: |
/s/ Andrew E. Page |
|
|
Name: Andrew E. Page
Title: Executive Vice President and
Chief Financial Officer |
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