Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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In the press release, the Company announced that, among other things, Michael Baughn, age 42, has been appointed Executive Vice President and Chief Financial Officer of the Company, effective June 12, 2023. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
Mr. Baughn has spent over 15 years at Kohl’s Corporation in various roles with increasing responsibility within its finance organization, including Executive Vice President of Finance and Treasurer since July 2021, Senior Vice President of Finance and Treasurer from April 2018 through July 2021, and Vice President of Finance—FP&A and Treasury from June 2015 through April 2018.
In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Baughn’s base salary will be set at $650,000 per year, his target annual equity incentive opportunity will be set at 200% of his base salary (20% delivered in restricted stock units (“RSUs”) that vest three years from the date of grant, 60% delivered in performance stock units (“PSUs”), and 20% in non-statutory stock options that vest in equal installments over three years, in each case subject to continued employment through the vesting dates), and his target annual cash incentive opportunity will be set at 85% of his base salary (for the 2023 fiscal year, Mr. Baughn shall be paid a prorated annual cash incentive, but in no event less than an amount equal to the prorated portion of 85% of his base salary or, if greater, the prorated portion of the annual cash incentive opportunity calculated based on actual performance for the 2023 fiscal year). Effective June 12, 2023, Mr. Baughn will receive annual equity incentive grants (20% delivered in RSUs that vest three years from the date of grant, 60% delivered in PSUs for the 2023-25 long-term performance period (prorated for the 2023-25 performance period), and 20% in non-statutory stock options that vest in equal installments over three years, in each case subject to continued employment through the vesting dates). Mr. Baughn will also receive a sign-on cash payment in the amount of $600,000, $300,000 of which is payable within 90 days after his start date, and the remaining $300,000 of which is payable within 90 days after the one-year anniversary of his start date; and a sign-on RSU grant with a value of $600,000, which will vest over two years from the grant date, as long as Mr. Baughn is continuously employed by the Company through each such anniversary date.
Mr. Baughn has no family relationship with any of the Company’s directors or executive officers. Mr. Baughn has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As previously disclosed on February 21, 2023, Robert Higginbotham will cease to serve as interim Chief Financial Officer, effective on June 11, 2023, and continue to serve as Senior Vice President, Investor Relations and Financial Planning & Analysis, reporting to Mr. Baughn.
At the Company’s annual meeting of shareholders held on May 17, 2023 (the “Annual Meeting”), shareholders approved the 2007 Stock Incentive Plan, as Amended and Restated (the “Plan”), and the 2023 Foot Locker Employee Stock Purchase Plan (the “ESPP”). A summary of the terms and conditions of the Plan and the ESPP may be found on Pages 101-110 and Pages 111-114, respectively, of the 2023 Proxy Statement. Copies of the Plan and the ESPP are filed as Exhibits 10.1 and 10.2, respectively, to the Form S-8 Registration Statement filed on May 17, 2023 (the “Form S-8”), which, in its entirety, is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, shareholders voted on the five proposals set forth below. For more information on the proposals, please see the 2023 Proxy Statement, the relevant portions of which are incorporated herein by reference.
As of March 20, 2023, the Company’s record date for the Annual Meeting, there were a total of 93,429,371 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, 72,697,651 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 2024, the votes were cast for the proposal as set forth below:
Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Mary N. Dillon
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67,034,124 |
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387,488 |
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76,453 |
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5,199,586 |
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Virginia C. Drosos
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|
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66,953,845 |
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462,657 |
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81,563 |
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|
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5,199,586 |
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Alan D. Feldman
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65,400,418 |
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2,012,709 |
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|
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84,938 |
|
|
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5,199,586 |
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Guillermo G. Marmol
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|
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65,098,489 |
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2,312,121 |
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87,455 |
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|
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5,199,586 |
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Darlene Nicosia
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|
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66,374,764 |
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|
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1,040,915 |
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|
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82,386 |
|
|
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5,199,586 |
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Steven Oakland
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|
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67,114,249 |
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|
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301,288 |
|
|
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82,528 |
|
|
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5,199,586 |
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Ulice Payne, Jr.
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|
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66,778,937 |
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|
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637,452 |
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|
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81,676 |
|
|
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5,199,586 |
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Kimberly Underhill
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|
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66,604,182 |
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|
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811,104 |
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|
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82,779 |
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|
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5,199,586 |
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Tristan Walker
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|
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67,091,719 |
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|
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322,138 |
|
|
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84,208 |
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|
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5,199,586 |
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Dona D. Young
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|
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64,950,700 |
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2,465,909 |
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81,456 |
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5,199,586 |
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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
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Votes Against
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Abstentions
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Broker Non-Votes
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65,246,260 |
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2,114,695 |
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137,110 |
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5,199,586 |
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Based on the votes set forth above, the NEOs’ compensation was approved.
Proposal 3. With respect to the proposal to approve the Plan, the votes were cast for the proposal as set forth below:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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57,260,191 |
|
|
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10,122,202 |
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|
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115,672 |
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|
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5,199,586 |
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Based on the votes set forth above, the Plan was approved. A copy of the Plan is filed as Exhibit 10.1 to the Form S-8, which, in its entirety, is incorporated herein by reference.
Proposal 4. With respect to the proposal to approve ESPP, the votes were cast for the proposal as set forth below:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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66,991,515 |
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419,762 |
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86,788 |
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5,199,586 |
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Based on the votes set forth above, the ESPP was approved. A copy of the ESPP is filed as Exhibit 10.2 to the Form S-8, which, in its entirety, is incorporated herein by reference.
Proposal 5. With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year, the votes were cast for the proposal as set forth below:
Votes For
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Votes Against
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Abstentions
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71,212,299 |
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1,410,718 |
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74,634 |
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Based on the votes set forth above, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was duly ratified.