Current Report Filing (8-k)
November 20 2020 - 4:02PM
Edgar (US Regulatory)
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2020-11-17
2020-11-17
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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): November 17, 2020
Foot Locker, Inc.
(Exact name of registrant as specified in charter)
New York
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1-10299
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13-3513936
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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330 West 34th Street, New York, New York
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10001
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (212) 720-3700
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(Former name or former address, if changed since last report.)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.01 per share
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FL
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New York Stock Exchange
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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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
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Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 17, 2020, the
Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker,
Inc. (the “Company”) established long-term incentive compensation performance goals for the 2020-21 performance period
based on a combination of the Company’s two-year average after-tax income and return-on-invested capital. Provided the performance
goals are achieved, 100% of the executives’ long-term awards would be payable in restricted stock units (“RSUs”)
under the 2007 Stock Incentive Plan. Earned payouts are subject to a time-based one-year vesting period following the end of the
performance period before payout to the executives. Individual long-term target awards are expressed as a percentage of the executive’s
annual base salary. The Compensation Committee established individual long-term target awards for the executives included as named
executive officers (“NEOs”) in the Company’s 2020 proxy statement who are currently employed by the Company.
The percentages shown in the table below represent the applicable percent of each NEO’s 2020 annual base salary that would
be paid to the NEOs, in RSUs as described above, if the established goals are achieved.
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Percent of Annual Base Salary
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Name
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Threshold Payout
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Target Payout
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Maximum Payout
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Richard A. Johnson
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81.25%
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325%
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650%
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Lauren B. Peters
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25%
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100%
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200%
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The threshold, target, and maximum number of
RSUs for each executive were calculated on November 17, 2020 on the basis of that day’s closing stock price. The actual number
of RSUs awarded will be based on the Company’s performance compared to targets. The value of the RSUs received by an executive
will depend upon the Company’s stock price on the payment date.
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.
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FOOT LOCKER, INC.
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Date: November 20, 2020
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By:
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/s/
Sheilagh M. Clarke
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Name: Sheilagh M. Clarke
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Title: Senior Vice President, General Counsel
and Secretary
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