UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 2, 2022, the Board of Directors of Foot Locker, Inc. (the “Company”) elected Virginia C. “Gina” Drosos as a director of the Board, effective immediately, to serve until the 2022 Annual Meeting of Shareholders. In connection with the election of Ms. Drosos, the Board increased the total number of directors to 11, effective February 2, 2022. The Board appointed Ms. Drosos to the Audit Committee and Finance and Investment Oversight Committee, effective February 2, 2022.
The Board has determined that Ms. Drosos is independent under the New York Stock Exchange listing standards because she has no material relationship to the Company that would impair her independence.
As a nonemployee director of the Board, Ms. Drosos will receive the same compensation as the other nonemployee directors of the Board. The information required by Item 5.02(d)(5) of Form 8-K regarding Ms. Drosos is contained in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on April 9, 2021 and is incorporated herein by reference.
On February 3, 2022, the Company issued a press release announcing the election of Ms. Drosos to the Board. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release, dated February 3, 2022, issued by Foot Locker, Inc. |
| 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: February 3, 2022 | By: | /s/ Sheilagh M. Clarke |
| Name: Sheilagh M. Clarke | ||
| Title: Senior Vice President, General Counsel and Secretary | ||