Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
At the annual shareholders’ meeting of Foot Locker, Inc. (the “Company”) held on May
17
, 201
7 (the “Annual Meeting”)
,
shareholders approved
an
a
mendment to Section 6(c)(2) of
the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the “Annual Bonus Plan”)
. The amendment increases the limit on payouts to any Covered Employee (as defined in the plan) for any plan year from $3 million to $6 million.
The
named executive officers
, as well as other officers and key employees of the Company, participate in this plan.
A copy of the Annual Bonus Plan, as amended
and restated
, is attached hereto as Exhibit 10.1
,
which in its entirety is incorporated herein by reference
.
5.03.
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Item
5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the
Annual Meeting
,
shareholders approved an amendment to Article II, Section 1 of the Company’s By-Laws
, effective as of May 17, 2017,
to
provide for a majority voting standard in uncontested director elections
. A copy of the By-Laws
, as amended,
is attached hereto as Exhibit 3.1, which in its entirety is incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the
Annual Meeting
held on May
17
, 201
7
,
shareholders voted on the
five
proposals set forth below. For more information on the proposals, please see the 201
7
Proxy Statement, the relevant portions of which are incorporated herein by reference. The final voting results are listed below.
1.
Shareholders elected
the
eleven
nominees to the Board of Directors
(the “Board”)
of the Company
for
one
-year terms expiring at the
annual shareholders’ meeting to be held
in 201
8
:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Maxine Clark
|
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105,858,381
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207,424
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6,773,412
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Alan D. Feldman
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104,069,259
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1,996,546
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6,773,412
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Jarobin Gilbert, Jr.
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102,761,564
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3,304,241
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6,773,412
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Richard A. Johnson
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94,432,921
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11,632,884
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6,773,412
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Guillermo G. Marmol
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105,870,283
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195,522
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6,773,412
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Matthew M. McKenna
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104,938,335
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1,127,470
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6,773,412
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Steven Oakland
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102,819,416
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3,246,389
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6,773,412
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Ulice Payne, Jr.
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105,788,811
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276,994
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6,773,412
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Cheryl Nido Turpin
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103,722,454
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2,343,351
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6,773,412
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Kimberly Underhill
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104,928,459
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1,137,346
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6,773,412
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Dona D. Young
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103,006,375
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3,059,430
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6,773,412
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2.
With respect to the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 201
7
fiscal year, the votes were cast for the proposal as set forth below:
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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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110,752,668
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2,034,858
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51,691
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- 0 -
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3.
Wi
th respect to the proposal to
approve
an amendment to the By-Laws to adopt majority voting in uncontested elections of directors
, 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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105,860,430
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143,661
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61,714
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6,773,412
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4.
With respect to the proposal to approve
an amendment to the
Foot Locker
Annual
Incentive Compensation Plan, as Amended and Restated, 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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99,335,557
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6,608,233
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122,015
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6,773,412
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5
.
With respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, 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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97,172,048
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8,739,793
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153,964
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6,773,412
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