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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Foot Locker, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK’S Sporting Goods and Foot Locker Announce Preliminary Results of Election for Merger Consideration PITTSBURGH and NEW YORK, September 2, 2025 – DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) (NYSE: DKS) and Foot Locker, Inc. (“Foot Locker”) (NYSE: FL) today announced the preliminary results of the elections made by Foot Locker shareholders of record r |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 2, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| September 2, 2025 |
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): September 2, 2025 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 Numb |
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| August 27, 2025 |
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 27, 2025 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 |
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| August 27, 2025 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Leigh Parrish Joele Frank, Wilkinson Brimmer Katcher [email protected] [email protected] FOOT LOCKER, INC. REPORTS Second QUARTER 2025 financial RESULTS ● Total Sales Down 2.4% Year-over-Year and Comparable Sales Down 2.0% ● North American Comparable Sales Increase of 1.4% ● GAAP EPS |
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| August 26, 2025 |
Exhibit 99.1 DICK'S Sporting Goods and Foot Locker Announce Expiration of HSR Waiting Period and Election Deadline for Foot Locker Shareholders to Elect Merger Consideration News provided by Share this article DICK'S Sporting Goods, Inc. Aug 25, 2025, 19:47 ET DICK'S Sporting Goods Logo. Foot Locker Logo · Merger expected to close on September 8, 2025, subject to satisfaction of customary closing |
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| August 26, 2025 |
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 26, 2025 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 |
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| August 22, 2025 |
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 22, 2025 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 |
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| August 12, 2025 |
THE IMPORTANT SPECIAL MEETING IS FAST APPROACHING— PLEASE VOTE TODAY! Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: August 12, 2025 August 12, 2025 THE IMPORTANT SPECIAL MEETING IS FAST APPROACHING— PLEASE VOTE TODAY! Dear Fellow Shareholder: According to our latest records, we |
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| August 11, 2025 |
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 11, 2025 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 |
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| August 11, 2025 |
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 11, 2025 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 |
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| August 5, 2025 |
Every Vote Counts--Please Vote Your Shares TODAY! Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: August 5, 2025 August 5, 2025 Every Vote Counts-Please Vote Your Shares TODAY! Dear Fellow Shareholder: According to our latest records, we have not yet received |
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| August 4, 2025 |
Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Registration No. 333-288244 Date: August 4, 2025 PRESS RELEASE DICK’S Sporting Goods Announces Extension of Expiration Date in Connection with Previously Anno |
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| July 29, 2025 |
PLEASE VOTE YOUR SHARES TODAY! Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: July 29, 2025 July 29, 2025 PLEASE VOTE YOUR SHARES TODAY! Dear Fellow Shareholder: According to our latest records, we have not yet received your vote with respe |
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| July 24, 2025 |
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): July 23, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or organiz |
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| July 24, 2025 |
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): July 23, 2025 FOOT LOCKER, INC. (Exact name of registrant as specified in its charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 24, 2025 |
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): July 23, 2025 FOOT LOCKER, INC. (Exact name of registrant as specified in its charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 22, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: July 22, 2025 July 22, 2025 Dear Fellow Shareholder: We previously sent you proxy materials for the important Special Meeting of Shareholders of Foot Locker, Inc. |
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| July 11, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 23, 2025 |
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): June 20, 2025 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) |
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| June 23, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 23, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 23, 2025 |
Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE Dated as of June 20, 2025 among FOOT LOCKER, INC., THE GUARANTORS PARTY HERETO, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Table of Contents Page ARTICLE I DEFINITIONS Section 1.1 Certain Terms Defined in the Base Indenture 2 Section 1.2 Definitions 2 ARTICLE II AMENDMENTS TO THE EXISTING INDENTURE Section 2.1 Amendments |
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| June 23, 2025 |
Title of Foot Locker Notes / CUSIP / ISIN No. Exhibit 99.1 DICK’S Sporting Goods Announces Results of Early Participation in Exchange Offer and Consent Solicitation PITTSBURGH, June 23, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with the previously announced offer to eligible holders to exchange (the “ |
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| June 11, 2025 |
Performance Stock Unit Award Agreement (TSR) Under The Foot Locker 2007 Stock Incentive Plan. Exhibit 10.5 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN 2025-27 Performance Period - TSR This Performance Stock Unit Award Agreement (this “Agreement”) is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the “Plan”), as of [●] (the “Grant Date”), by and between Foot Locker, Inc., a New York corporation with its principal off |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-1 |
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| June 11, 2025 |
Exhibit 10.4 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN 2025-27 Performance Period – Internal Metrics This Performance Stock Unit Award Agreement (this “Agreement”) is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the “Plan”), as of [●] (the “Grant Date”), by and between Foot Locker, Inc., a New York corporation with its |
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| June 11, 2025 |
Form of Amendment to Offer Letter. Exhibit 10.1 AMENDMENT TO OFFER LETTER This Amendment (this “Amendment”), dated May 14, 2025, amends that certain Offer Letter (the “Offer Letter”) dated as of [●], by and between Foot Locker, Inc., a New York corporation (the “Company”), and [●] (the “Executive”). Capitalized terms used but not defined herein shall have the meanings set forth in the Offer Letter. WHEREAS, the Company desires to a |
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| June 11, 2025 |
Exhibit 10.3 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN This Restricted Stock Unit Award Agreement (this “Agreement”) is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the “Plan”), as of [Enter Grant Date], by and between Foot Locker, Inc., a New York corporation, with its principal office located at 330 West 34th Street, N |
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| June 11, 2025 |
Restricted Stock Unit Award Agreement (Executive) Under The Foot Locker 2007 Stock Incentive Plan. Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN This Restricted Stock Unit Award Agreement (this "Agreement") is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan"), as of [●] by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New York |
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| June 6, 2025 |
Exhibit 99.1 PRESS RELEASE DICK’S Sporting Goods Commences Exchange Offer and Consent Solicitation for Foot Locker’s Senior Notes Due 2029 PITTSBURGH, June 6, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with its anticipated acquisition of Foot Locker, Inc. (“Foot Locker”), DICK’S |
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| June 6, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): June 6, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| June 6, 2025 |
ARTICLE 4 Conditions Precedent Exhibit 10.1 STRICTLY CONFIDENTIAL EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JUNE 6, 2025 AMONG DICK’S SPORTING GOODS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, BOFA SECURITIES, INC., PNC BANK, NATIONAL ASSOCIATION and U.S. B |
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| May 29, 2025 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Leigh Parrish Joele Frank, Wilkinson Brimmer Katcher [email protected] [email protected] FOOT LOCKER, INC. REPORTS First QUARTER 2025 financial RESULTS ● Total Sales Down 4.6% Year-over-Year and Comparable Sales Down 2.6% ● GAAP EPS Loss of $3.81 and Non-GAAP EPS Loss of $0.07 ● Cont |
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| May 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 29, 2025 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) ( |
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| May 29, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 28, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 28, 2025 |
Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker, In |
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| May 23, 2025 |
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): May 21, 2025 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) ( |
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| May 21, 2025 |
Calculation of Filing Fee Tables S-8 FOOT LOCKER, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.01 par value per share ("Common Stock") 457(a) 4,300,000 $ 13.06 $ 56,158,000.00 0.0001531 $ 8,597 |
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| May 21, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 Foot Locker, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 The information in this report includes the activities of Foot Locker, Inc. (the “Company”) and its consolidated subsidiaries. As used herein, tin, tantalum, tungsten, and gold (commonly referred to as “3TG”) are referred to as “Conflict Minerals,” without regard to the location of origin of the minerals o |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Foot Locker, Inc. (Exact name of registrant as specified in its charter) New York 001-10299 13-3513936 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 330 West 34th Street, New York, New York (Address of principal executive offic |
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| May 21, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 21, 2025 As filed with the U.S. Securities and Exchange Commission on May 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Foot Locker, Inc. (Exact name of registrant as specified in its charter) New York 13-3513936 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| May 21, 2025 |
Exhibit 10.1 FOOT LOCKER 2007 STOCK INCENTIVE PLAN (Amended and Restated as of March 22, 2023, and as further amended effective as of May 21, 2025) 1. Purpose. The purpose of the Foot Locker 2007 Stock Incentive Plan (Amended and Restated as of March 22, 2023, and as further amended effective as of May 21, 2025) (this “Plan”) is to align the interests of officers, other employees, and nonemployee |
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| May 16, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 16, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) and distributed to employees of Foot Locker, Inc. in connection with the |
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| May 15, 2025 |
Entry into a Material Definitive Agreement 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): May 15, 2025 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) ( |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL - DKS Transaction Team Member Letter TO: Foot Locker Team Members FROM: Mary Dillon RE: Foot Locker to be Acquired by DICK’S Dear Foot Locker Team M |
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| May 15, 2025 |
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): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL - DKS Transaction Partner Letter SUBJECT: Foot Locker’s Next Chapter Dear Valued Partner / [INSERT CUSTOMARY GREETING], I am reaching out with the e |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 Team Member FAQ 1. What are the benefits of this transaction? · This transaction marks the start of an exciting new chapter for Foot Locker and is a te |
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| May 15, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DICK’S SPORTING GOODS, INC., RJS SUB LLC and FOOT LOCKER, INC. dated as of May 15, 2025 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 13 Article II THE MERGER 15 Section 2.1. The Merger 15 Section 2.2. The Closing 15 Section 2.3. Effective Time 16 Section |
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| May 15, 2025 |
FL - DKS Transaction Team Member Video Cover Note Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL - DKS Transaction Team Member Video Cover Note To be sent as a follow up to the team member letter from Mary & team member FAQ From: Corporate Comms |
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| May 15, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DICK’S SPORTING GOODS, INC., RJS SUB LLC and FOOT LOCKER, INC. dated as of May 15, 2025 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 13 Article II THE MERGER 15 Section 2.1. The Merger 15 Section 2.2. The Closing 15 Section 2.3. Effective Time 16 Section |
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| May 15, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE DICK’S Sporting Goods to Acquire Foot Locker to Create a Global Leader in the Sports Retail Industry Combination creates global platform within the growing sports retail industry, positioned to serve evolving needs of a broader range of consumers Poised to drive long-term success through innovative store concepts and digital experiences Foot Locker shareholders c |
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| May 15, 2025 |
425 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): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 15, 2025 |
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): May 15, 2025 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) ( |
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| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL / DKS Transaction Leader Toolkit From: Mary Dillon To: Senior Leaders Re: Leader Communications Toolkit Date: May 15, 2025 Overview We will announce |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL - DKS Leader Q&A Background & Rationale 1. What are the benefits of this transaction? · This transaction marks the start of an exciting new chapter |
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| May 15, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DICK’S SPORTING GOODS, INC., RJS SUB LLC and FOOT LOCKER, INC. dated as of May 15, 2025 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 13 Article II THE MERGER 15 Section 2.1. The Merger 15 Section 2.2. The Closing 15 Section 2.3. Effective Time 16 Section |
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| May 15, 2025 |
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): May 15, 2025 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) ( |
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| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 15, 2025 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Leigh Parrish Joele Frank, Wilkinson Brimmer Katcher [email protected] [email protected] FOOT LOCKER, INC. REPORTS PRELIMINARY FIRST QUARTER 2025 FINANCIAL RESULTS NEW YORK, NY, May 15, 2025 – Foot Locker, Inc. (NYSE: FL) today reported select preliminary financial results for its fi |
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| May 15, 2025 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Leigh Parrish Joele Frank, Wilkinson Brimmer Katcher [email protected] [email protected] FOOT LOCKER, INC. REPORTS PRELIMINARY FIRST QUARTER 2025 FINANCIAL RESULTS NEW YORK, NY, May 15, 2025 – Foot Locker, Inc. (NYSE: FL) today reported select preliminary financial results for its fi |
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| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 15, 2025 |
FL - DKS Transaction Supplier Letter Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 FL - DKS Transaction Supplier Letter SUBJECT: Foot Locker’s Next Chapter Dear Valued Partner / [INSERT CUSTOMARY GREETING], I am reaching out with the |
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| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
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| May 15, 2025 |
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): May 15, 2025 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) ( |
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| May 15, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE DICK’S Sporting Goods to Acquire Foot Locker to Create a Global Leader in the Sports Retail Industry Combination creates global platform within the growing sports retail industry, positioned to serve evolving needs of a broader range of consumers Poised to drive long-term success through innovative store concepts and digital experiences Foot Locker shareholders c |
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| May 15, 2025 |
Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker, In |
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| May 15, 2025 |
Filed by Foot Locker, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was posted on LinkedIn by Foot Locker, Inc. on May 15, 2025: The following communication was posted on LinkedIn by Mary Dil |
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| May 9, 2025 |
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): May 6, 2025 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) (I |
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| April 24, 2025 |
Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: Foot Locker Inc (FL) Name of person relying on exemption: As You Sow® Address of person relying on exemption: 11461 San Pablo Ave, Suite 400, El Cerrito, CA 94530 The attached materials are submitted pursuant to Rule 14a-6(g)(1) under the Securities Exchange Act of 1934. |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definiti |
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| April 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 |
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| March 27, 2025 |
Subsidiaries of the Registrant. Exhibit 21 FOOT LOCKER, INC. SUBSIDIARIES (1) The following is a list of subsidiaries of Foot Locker, Inc. as of February 1, 2025, omitting some subsidiaries, which, considered in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Incorporation Foot Locker Australia, Inc. Virginia Foot Locker Australia Holdings, LLC Virginia Foot Locker New Zealand, Inc. Virginia Fo |
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| March 27, 2025 |
Excess Cash Balance Plan, as amended. Exhibit 10.10 FOOT LOCKER EXCESS CASH BALANCE PLAN (Effective January 1, 1996) 1. Purpose. The purpose of this Plan is to provide supplemental retirement benefits for a select group of management and key employees of the Employer. The benefits are intended to supplement the benefits payable under the Qualified Plan, a plan qualified under Section 401(a) of the Code, maintained by the Employer. 2. |
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| March 27, 2025 |
Form of Indemnification Agreement, as amended. Exhibit 10.24 INDEMNIFICATION AGREEMENT, AS AMENDED AGREEMENT, effective as of , between Foot Locker, Inc., a New York corporation (the "Company"), and ("Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; and WHEREAS, Indemnitee is a director or officer of the Company; and WHEREAS, both the Company and Indemnite |
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| March 27, 2025 |
Policy Prohibiting Insider Trading. Exhibit 19 POLICY PROHIBITING INSIDER TRADING I. INTRODUCTION In the course of performing your duties as a director, officer, or other team member of Foot Locker, Inc., including its subsidiaries (the “Company”), you may have access to “material nonpublic” information about the Company and other organizations, including vendors and competitors. The U.S. securities laws prohibit you from engaging i |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-10299 (Ex |
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| March 26, 2025 |
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): March 25, 2025 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) |
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| March 26, 2025 |
Letter Agreement between Foot Locker, Inc. and Franklin R. Bracken, dated as of March 25, 2025. Exhibit 10.1 Franklin R. Bracken C/O Foot Locker, Inc. 330 West 34th Street New York, NY 10001 Dear Frank: We are pleased to extend this offer to you for the position of President of Foot Locker, Inc. (the “Company”), reporting to Chief Executive Officer and the Board of Directors of the Company (the “Board”), effective as of March 26, 2025 (the “Effective Date”). This new role is the culmination |
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| March 26, 2025 |
FOOT LOCKER, INC. NAMES FRANKLIN R. BRACKEN AS PRESIDENT Exhibit 99.1 FOOT LOCKER, INC. NAMES FRANKLIN R. BRACKEN AS PRESIDENT New York, NY – March 26, 2025 – Foot Locker, Inc. (NYSE: FL) today announced that Franklin R. Bracken, currently Executive Vice President and Chief Commercial Officer, has been named to the role of President, effective immediately. Bracken will continue reporting to Mary Dillon, Foot Locker, Inc.’s Chief Executive Officer. In hi |
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| March 5, 2025 |
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): March 5, 2025 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) |
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| March 5, 2025 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Dana Yacyk Corporate Communications [email protected] FOOT LOCKER, INC. REPORTS Fourth QUARTER 2024 financial RESULTS; ISSUES 2025 OUTLOOK ● Total Sales Down 5.8% Year-over-Year and Comparable Sales Up 2.6% ● Global Foot Locker and Kids Foot Locker Comparable Sales Up 3.6% ● Gross Margin E |
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| March 5, 2025 |
Exhibit 99.2 FOURTH QUARTER 2024 EARNINGS RESULTS MARCH 5,2025 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This investor presentation includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include wo |
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| January 14, 2025 |
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): January 12, 2025 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 Numbe |
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| January 14, 2025 |
FOOT LOCKER, INC. ELECTS SONIA SYNGAL AND JOHN VENHUIZEN TO BOARD OF DIRECTORS Exhibit 99.1 FOOT LOCKER, INC. ELECTS SONIA SYNGAL AND JOHN VENHUIZEN TO BOARD OF DIRECTORS NEW YORK, NY, Jan. 14, 2025 - Foot Locker, Inc. (NYSE: FL) today announced that its Board of Directors has elected Sonia Syngal and John Venhuizen as directors of the Board, effective January 12, 2025. The Company also announced today that Guillermo G. Marmol will not stand for reelection at the Company’s 2 |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 2, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| December 4, 2024 |
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): December 4, 2024 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 Numbe |
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| December 4, 2024 |
Foot Locker, Inc. THIRD QUARTER 2024 EARNINGS RESULTS Exhibit 99.2 Foot Locker, Inc. THIRD QUARTER 2024 EARNINGS RESULTS DECEMBER 4, 2024 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This investor presentation includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. |
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| December 4, 2024 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Dana Yacyk Corporate Communications [email protected] FOOT LOCKER, INC. REPORTS Third QUARTER 2024 FINANCIAL RESULTS; UPDATES 2024 OUTLOOK ● Total Sales Down 1.4% Year-over-Year and Comparable Sales Up 2.4% ● Gross Margin Expansion of 230 Basis Points Year-over-Year ● Loss of $0.34 per Sha |
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| November 7, 2024 |
SC 13G/A 1 ea0220394-13ga4vesafootlock.htm AMENDMENT NO. 4 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FOOT LOCKER, INC. (Name of Issuer) Common stock (Title of Class of Securities) 344849104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| October 31, 2024 |
FL / Foot Locker, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Foot Locker Inc (Name of Issuer) Common Stock (Title of Class of Securities) 344849104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| October 2, 2024 |
Foot Locker, Inc. 330 West 34th Street New York NY 10001 Tel. 212.720.3700 October 2, 2024 Via EDGAR Robert Shapiro and Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F. Street, N.E. Washington, D.C. 20549 Re: Foot Locker, Inc. Form 10-K for Fiscal Year Ended February 3, 2024 Form 10-Q for Fiscal Period Ended August 3, 2024 File No. 001-10299 Dear Gentlemen: Please find our response below to the comment |
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| September 20, 2024 |
Foot Locker, Inc. 330 West 34th Street New York NY 10001 Tel. 212.720.3700 September 20, 2024 Via EDGAR Robert Shapiro and Doug Jones U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F. Street, N.E. Washington, D.C. 20549 Re: Foot Locker, Inc. Form 10-K for Fiscal Year Ended February 3, 2024 File No. 001-10299 Dear Gentlemen: Please find our response below to the comments of the staff (the "Staff") of the Securities |
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| September 11, 2024 |
Letter Agreement between Foot Locker, Inc. and Rosalind Reeves, dated as of March 9, 2024. EXHIBIT 10.2 FOOT LOCKER, INC. March 4, 2024 Via Electronic Mail Ms. Rosalind Reeves [ ] Re: Notice of Termination of Employment Dear Rosalind: This will confirm our discussions concerning the separation of your employment with Foot Locker, Inc. (the “Company”). This letter, along with the Separation Agreement and General Releases attached as Exhibits A and B, sets forth the arrangements with rega |
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| September 11, 2024 |
Foot Locker, Inc. Executive Severance Policy. EXHIBIT 10.3 FOOT LOCKER, INC. EXECUTIVE SEVERANCE POLICY The Foot Locker, Inc. Executive Severance Policy, as may be amended from time to time, is intended to help retain qualified senior level employees, maintain a stable work environment and provide economic security to eligible employees by providing severance payments and benefits to such employees. The Company, including each subsidiary that |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| August 28, 2024 |
Foot Locker, Inc. Second quarter 2024 Earnings results August 28, 2024 Exhibit 99.2 Foot Locker, Inc. Second quarter 2024 Earnings results August 28, 2024 This investor presentation includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects |
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| August 28, 2024 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Dana Yacyk Corporate Communications [email protected] FOOT LOCKER, INC. REPORTS Second QUARTER 2024 FINANCIAL RESULTS; REAFFIRMS 2024 OUTLOOK; ANNOUNCES STRATEGIC UPDATES IN SUPPORT OF LACE UP PLAN ● Returned to Topline Growth with Total Sales Up 1.9% and Comparable Sales Up 2.6% ● Achieve |
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| August 28, 2024 |
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 28, 2024 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 |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 25, 2024 |
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): June 20, 2024 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) |
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| June 25, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (referred to herein as this “Amendment No. 4”) is entered into as of June 20, 2024, by and among FOOT LOCKER, INC., a New York corporation (the “Borrower”); each of the parties identified on the signature pages hereto as a Guarantor (collectively, the “Guarantors”, and each individually, a “ |
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| June 12, 2024 |
Michael Baughn Letter Agreement dated March 27, 2024. Exhibit 10.3 AMENDMENT TO OFFER LETTER PROVISIONS WHEREAS, Foot Locker, Inc. (the “Company”) provided an offer of employment to Michael Baughn (the “Executive”) by way of an Offer Letter, dated May 15, 2023 (the “Offer Letter”), and the Executive accepted the Offer Letter on May 16, 2023; and WHEREAS, the Company and the Executive executed an Exhibit A to the Offer Letter, entitled “Additional Off |
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| June 12, 2024 |
Form of Performance Stock Unit Award Agreement. Exhibit 10.2 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN Performance Period This Performance Stock Unit Award Agreement (this “Agreement”) is made under the Foot Locker 2007 Stock Incentive Plan (the “Plan”), as of (the “Grant Date”), by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New Yo |
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| June 12, 2024 |
Form of Restricted Stock Unit Award Agreement for Executives. Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN This Restricted Stock Unit Award Agreement (this "Agreement") is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan"), as of , by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New York 1 |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 4, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-1 |
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| May 30, 2024 |
Foot Locker, Inc. First Quarter 2024 Earnings Results May 30, 2024 Exhibit 99.2 Foot Locker, Inc. First Quarter 2024 Earnings Results May 30, 2024 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This investor presentation includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They |
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| May 30, 2024 |
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): May 30, 2024 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) ( |
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| May 30, 2024 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Dana Yacyk Corporate Communications [email protected] FOOT LOCKER, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS; REAFFIRMS 2024 OUTLOOK ● Total Sales Decreased 2.8%; Comparable Sales Decreased 1.8% ● Global Foot Locker and Kids Foot Locker Comparable Sales Increased 1.1% ● EPS of $0.0 |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Foot Locker, Inc. (Exact name of registrant as specified in its charter) New York 001-10299 (State or other jurisdiction of incorporation) (Commission file number) 330 West 34th Street, New York, New York (Address of principal executive offices) 10001 (Zip Code) Elliott Rodgers, (212)720-3 |
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| May 28, 2024 |
Conflict Minerals Report as described in Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 Foot Locker, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 The information in this report includes the activities of Foot Locker, Inc. (the “Company”) and its consolidated subsidiaries. As used herein, tin, tantalum, tungsten, and gold (commonly referred to as “3TG”) are referred to as “Conflict Minerals,” without regard to the location of origin of the minerals o |
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| May 23, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 21, 2024 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) ( |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 11, 2024 |
2024 PROXY STATEMENT 2024 PROXY STATEMENTLACE UP PLAN EXPAND SNEAKER CULTURE POWER UP OUR PORTFOLIO DEEPEN OUR RELATIONSHIP WITH CUSTOMERS BE BEST-IN-CLASS OMNI Create Value for All Stakeholders Customers, Brand Partners, Team Members, Communities, and InvestorsDEFINED TERMS ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii NOTICE OF ANNUAL MEETING 1 MESSAGE FROM OUR CEO 3 MESSAGE FROM OUR NON-EXECUTIVE CHAIR 5 ABOUT FOOT LOCKER, INC. |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| March 28, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Foot Locker, Inc. (“Foot Locker,” the “Company,” “we,” “us” and “our”) is based on our Certificate of Incorporation, as amended (our “Certificate of Incorporation”) and our Bylaws (our “Bylaws”). This description is summari |
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| March 28, 2024 |
Form of Senior Executive Offer Letter (including specific contractual obligations). Exhibit 10.32 Dear : We are pleased to extend an offer of employment to you to join us in the position of , reporting to . Our offer details are outlined below: Title: Date of Employment: Location: Starting Salary: $ Annual Salary, paid monthly. Annual Bonus: % of base salary at target – in accordance with the Annual Incentive Compensation Plan. Participation is prorated from your date of hire. An |
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| March 28, 2024 |
Form of Indemnification Agreement, as amended. Exhibit 10.33 INDEMNIFICATION AGREEMENT, AS AMENDED THIS INDEMNIFICATION AGREEMENT is effective as of , between Foot Locker, Inc., a New York corporation (the "Company"), and ("Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director or officer of the Company; WHEREAS, both the Compan |
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| March 28, 2024 |
Incentive Compensation Recoupment Policy. Exhibit 97 FOOT LOCKER, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY (Amended and Restated as of December 1, 2023) This Incentive Compensation Recoupment Policy (this “Policy”) was adopted by the Human Capital and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Foot Locker, Inc. (the “Company”) on February 17, 2015, as amended on February 19, 2019 |
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| March 28, 2024 |
Subsidiaries of the Registrant. Exhibit 21 FOOT LOCKER, INC. SUBSIDIARIES (1) The following is a list of subsidiaries of Foot Locker, Inc. as of February 3, 2024, omitting some subsidiaries, which, considered in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Incorporation Foot Locker Australia, Inc. Virginia Foot Locker Australia Holdings, LLC Virginia Foot Locker New Zealand, Inc. Virginia Fo |
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| March 28, 2024 |
Policy Prohibiting Insider Trading. Exhibit 19 POLICY PROHIBITING INSIDER TRADING I. INTRODUCTION In the course of performing your duties as a director, officer, or other team member of Foot Locker, Inc., including its subsidiaries (the “Company”), you may have access to “material nonpublic” information about the Company and other organizations, including vendors and competitors. The U.S. securities laws prohibit you from engaging i |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-10299 (Ex |
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| March 6, 2024 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] Dana Yacyk Corporate Communications [email protected] FOOT LOCKER, INC. REPORTS Fourth QUARTER 2023 RESULTS; ISSUES 2024 OUTLOOK ● Total Sales Increased 2.0%; Comparable Sales Decreased 0.7% ● Foot Locker and Kids Foot Locker North America Comparable Sales Increased +5.2% ● EPS Loss of $4. |
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| March 6, 2024 |
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): March 6, 2024 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) |
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| March 6, 2024 |
Investor Presentation, dated March 6, 2024. Exhibit 99.2 |
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| February 13, 2024 |
FL / Foot Locker, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0959-footlockerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Foot Locker Inc Title of Class of Securities: Common Stock CUSIP Number: 344849104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the |
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| February 9, 2024 |
FL / Foot Locker, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Foot Locker Inc (Name of Issuer) Common Stock (Title of Class of Securities) 344849104 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| November 29, 2023 |
Investor Presentation, dated November 29, 2023. Exhibit 99.2 |
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| November 29, 2023 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] (212) 720-4600 Olivia Mata Corporate Communications [email protected] (815) 763-3159 FOOT LOCKER, INC. REPORTS 2023 THIRD QUARTER RESULTS; NARROWS 2023 OUTLOOK ● Total Sales Decreased 8.6%; Comparable-Store Sales Decreased 8.0% ● EPS of $0.30 and Non-GAAP EPS of $0.30 ● Narrowing 2023 Sale |
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| November 29, 2023 |
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 29, 2023 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 Numb |
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| September 22, 2023 |
Exhibit 3.1 BYLAWS of FOOT LOCKER, INC. (a New York corporation) Amended and Restated as of September 22, 2023 TABLE OF CONTENTS Page ARTICLE I Meetings of Shareholders 1 ARTICLE II Board of Directors 6 ARTICLE III Committees 18 ARTICLE IV Officers 20 ARTICLE V Execution of Contracts 22 ARTICLE VI Capital Stock 22 ARTICLE VII Corporate Seal 23 ARTICLE VIII Fiscal Year 23 ARTICLE IX Indemnification |
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| September 22, 2023 |
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): September 22, 2023 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 Num |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1 |
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| August 23, 2023 |
Exhibit 99.1 N E W S R E L E A S E Contacts: Kate Fitzsimons Investor Relations [email protected] (212) 720-4600 Olivia Mata Corporate Communications [email protected] (815) 763-3159 FOOT LOCKER, INC. REPORTS 2023 SECOND QUARTER RESULTS ● Total Sales Decreased 9.9%; Comparable-Store Sales Decreased 9.4% ● EPS Loss of $0.05 and Non-GAAP EPS Gain of $0.04 ● Lowering 2023 Sales and Earnin |
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| August 23, 2023 |
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 23, 2023 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 |
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| August 23, 2023 |
Investor Presentation, dated August 23, 2023. Exhibit 99.2 |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-10299 A. Full t |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Foot Locker, Inc. (Exact name of registrant as specified in its 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 offi |
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| May 19, 2023 |
Investor Presentation, dated May 19, 2023. Exhibit 99.2 |
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| May 19, 2023 |
Exhibit 99.1 N E W S R E L E A S E Contact: Robert Higginbotham Interim Chief Financial Officer [email protected] (212) 720-4600 FOOT LOCKER, INC. REPORTS 2023 FIRST QUARTER RESULTS ● Total Sales Decreased 11.4%; Comparable-Store Sales Decreased 9.1% ● EPS of $0.38 and Non-GAAP EPS $0.70 ● Lowering 2023 Sales and Earnings Guidance ● Announces Retail Industry Veteran Mike Baughn as Chief Financial |
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| May 19, 2023 |
Conflict Minerals Report as described in Items 1.01 and 1.02 of this Form SD. Exhibit 1.01 Foot Locker, Inc. Conflict Minerals Report For The Year Ended December 31, 2022 The information in this report includes the activities of Foot Locker, Inc. (the “Company”) and its consolidated subsidiaries. As used herein, tin, tantalum, tungsten, and gold (commonly referred to as “3TG”) are referred to as “Conflict Minerals,” without regard to the location of origin of the minerals o |
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| May 19, 2023 |
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): May 19, 2023 (May 17, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commission |
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| May 17, 2023 |
Exhibit 10.2 2023 FOOT LOCKER EMPLOYEE STOCK PURCHASE PLAN Effective June 1, 2023 1. Purpose. This Foot Locker Employee Stock Purchase Plan (this “Plan”), as amended from time to time, is designed to provide to Eligible Employees (as defined below) of Foot Locker, Inc. (the “Company”), a New York corporation, and its successors and assigns by merger, consolidation, purchase, or otherwise, and its |
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| May 17, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 17, 2023 As filed with the U.S. Securities and Exchange Commission on May 17, 2023 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Foot Locker, Inc. (Exact name of registrant as specified in its charter) New York 13-3513936 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi |
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| May 17, 2023 |
Foot Locker 2007 Stock Incentive Plan (Amended and Restated as of March 22, 2023). Exhibit 10.1 FOOT LOCKER 2007 STOCK INCENTIVE PLAN (Amended and Restated as of March 22, 2023) 1. Purpose. The purpose of the Foot Locker 2007 Stock Incentive Plan (Amended and Restated as of March 22, 2023) (this “Plan”) is to align the interests of officers, other employees, and nonemployee directors of Foot Locker, Inc. and its successors by operation of law and all subsidiaries now held or her |
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| May 17, 2023 |
EXHIBIT 107 FORM S-8 (Form Type) FOOT LOCKER, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Issued Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common stock, $0.01 par value per share Rules 457(c) and 457 |
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| April 25, 2023 |
Exhibit 10.1 [Execution] AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (referred to herein as this “Amendment No. 3”) is entered into as of April 21, 2023, by and among FOOT LOCKER, INC., a New York corporation (the “Borrower”); each of the parties identified on the signature pages hereto as a Guarantor (collectively, the “Guarantors” and individually, a “Guarantor”) |
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| April 25, 2023 |
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): April 25, 2023 (April 21, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commis |
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| April 7, 2023 |
20 23 2023 PROXY STATEMENT2023–26 Expand Sneaker Culture Deepen Our Relationship with Customers Power Up Our Portfolio Be Best-in-Class Omni Our “Lace Up” PLAN Create Value for All Stakeholders Community, Team Members, and ShareholdersDEFINED TERMS ii FORWARD-LOOKING STATEMENTS iii NOTICE OF ANNUAL MEETING 1 MESSAGE FROM OUR CEO 3 MESSAGE FROM OUR NON-EXECUTIVE CHAIR 5 ABOUT FOOT LOCKER, INC. |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 7, 2023 |
DEFA14A 1 n3367x9-defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permi |
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| March 27, 2023 |
Form of Indemnification Agreement, as amended. Exhibit 10.33 INDEMNIFICATION AGREEMENT, AS AMENDED THIS INDEMNIFICATION AGREEMENT is effective as of , between Foot Locker, Inc., a New York corporation (the "Company"), and ("Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director or officer of the Company; WHEREAS, both the Compan |
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| March 27, 2023 |
Policy Prohibiting Insider Trading. Exhibit 19 POLICY PROHIBITING INSIDER TRADING I. INTRODUCTION In the course of performing your duties as a director, officer, or other team member of Foot Locker, Inc., including its subsidiaries (the “Company”), you may have access to “material nonpublic” information about the Company and other organizations, including vendors and competitors. The U.S. securities laws prohibit you from engaging i |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-10299 (Exact name of regist |
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| March 27, 2023 |
Subsidiaries of the Registrant. Exhibit 21 FOOT LOCKER, INC. SUBSIDIARIES (1) The following is a list of subsidiaries of Foot Locker, Inc. as of January 28, 2023, omitting some subsidiaries, which, considered in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Incorporation Foot Locker Australia, Inc. Virginia Foot Locker New Zealand, Inc. Virginia Team Edition Apparel, Inc. Florida FL Canada Ho |
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| March 24, 2023 |
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): March 24, 2023 (March 20, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commis |
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| March 24, 2023 |
Exhibit 99.1 February 28, 2023 Via Electronic Mail Andrew Page [email protected] Re: Notice of Termination of Employment (Revised) Dear Andrew: This will confirm our discussions with regard to the termination of your employment with Foot Locker, Inc. (the “Company”). This letter, along with the Separation Agreement and General Release attached as Exhibit A, sets forth |
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| March 20, 2023 |
Exhibit 99.1 N E W S R E L E A S E Contact: Robert Higginbotham Interim Chief Financial Officer Senior Vice President, Investor Relations and Financial Planning & Analysis Foot Locker, Inc. [email protected] (212) 720-4600 FOOT LOCKER, INC. REPORTS FOURTH QUARTER 2022 RESULTS; COMPANY TO OUTLINE NEW LONG-TERM GROWTH STRATEGY AT INVESTOR DAY • Total sales decreased by 0.3%; Compara |
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| March 20, 2023 |
2023 INVESTOR DAY LACING UP FOR THE FUTURE Exhibit 99.2 2023 INVESTOR DAY LACING UP FOR THE FUTURE O F F I C E R F I N A N C I A L I N T E R I M C H I E F A N D F P & A R E L A T I O N S S V P , I N V E S T O R Disclosure Regarding Forward - Looking Statements This presentation contains “forward - looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended |
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| March 20, 2023 |
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): March 20, 2023 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) |
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| March 10, 2023 |
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): March 10, 2023 (March 6, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commiss |
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| March 10, 2023 |
Exhibit 99.1 February 24, 2023 Via Electronic Mail Andrew Gray [email protected] Re: Notice of Termination (Revised) Dear Andy: This will confirm our continued follow-up discussions with regard to the termination of your employment with Foot Locker, Inc. (the “Company”). This letter, along with the Separation Agreement and General Release attached as Exhibit A, sets forth the ar |
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| February 21, 2023 |
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): February 21, 2023 (February 15, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) ( |
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| February 13, 2023 |
FL / Foot Locker, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment SC 13G/A 1 fla221323.htm ROBECO INVESTMENT MANAGEMENT INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FOOT LOCKER, INC (Name of Issuer) Common Stock (Title of Class of Securities) 34849104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 10, 2023 |
FL / Foot Locker, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Foot Locker Inc (Name of Issuer) Common Stock (Title of Class of Securities) 344849104 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FOOT LOCKER, INC. (Name of Issuer) Common stock (Title of Class of Securities) 344849104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 9, 2023 |
FL / Foot Locker, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0931-footlockerinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Foot Locker Inc. Title of Class of Securities: Common Stock CUSIP Number: 344849104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the |
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| January 26, 2023 |
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): January 26, 2023 (January 23, 2023) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Co |
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| January 25, 2023 |
Foot Locker, Inc. 330 West 34th Street New York NY 10001 Tel. 212.720.3700 CORRESP 1 filename1.htm January 25, 2023 Ms. Aamira Chaudhry and Mr. Lyn Shenk Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Foot Locker, Inc. Form 10-K for Fiscal Year Ended January 29, 2022 Filed March 24, 2022 Form 8-K Filed November 18, 2022 File No. 001-10299 Dear Ladies and Gentlemen: Please find our response be |
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| December 7, 2022 |
Exhibit 15 ACCOUNTANT?S ACKNOWLEDGEMENT The Board of Directors of Foot Locker, Inc. |
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| December 7, 2022 |
Report of Independent Registered Public Accounting Firm. Exhibit 99 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Foot Locker, Inc. |
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| December 7, 2022 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 29, 2022 |
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 29, 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 Numb |
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| November 29, 2022 |
Exhibit 99.1 NEWS RELEASE Investor Contact: Media Contact: Robert Higginbotham Matthew DiTaranto Vice President, Investor Relations Senior Director, Corporate Communications [email protected] [email protected] (212) 720-4600 (718) 970-1260 FOOT LOCKER, INC. ANNOUNCES LEADERSHIP TEAM CHANGES Frank Bracken Named Chief Commercial Officer; Elliott Rodgers Joins Company as |
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| November 18, 2022 |
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 18, 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 Numb |
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| November 18, 2022 |
Third Quarter 2022 Earnings Results November 18, 2022 Exhibit 99.2 Third Quarter 2022 Earnings Results November 18, 2022 2 Disclosure Regarding Forward - Looking Statements This presentation contains ?forward - looking? statements within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Exchange Act, as amended. The words ?believe,? ?expect,? ?anticipate,? ?plan,? "predict," ?intend,? "seek," ?foresee,? ?sh |
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| November 18, 2022 |
FOOT LOCKER, INC. REPORTS 2022 THIRD QUARTER RESULTS; UPDATES 2022 OUTLOOK Exhibit 99.1 NEWS RELEASE Contact: Robert Higginbotham Vice President, Investor Relations [email protected] (212) 720-4600 FOOT LOCKER, INC. REPORTS 2022 THIRD QUARTER RESULTS; UPDATES 2022 OUTLOOK ? Third quarter sales and earnings above expectations ? Total sales decreased 0.7% from 2021 on a reported basis; increased 3.3% in constant currency ? Comparable-store sales increased |
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| September 7, 2022 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 7, 2022 |
Report of Independent Registered Public Accounting Firm. Exhibit 99 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Foot Locker, Inc. |
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| September 7, 2022 |
Exhibit 15 ACCOUNTANT?S ACKNOWLEDGEMENT The Board of Directors of Foot Locker, Inc. |
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| August 24, 2022 |
Exhibit 99.5? ? PERFORMANCE STOCK UNIT INDUCEMENT AWARD AGREEMENT (ANNUAL AWARD) ? 2022-24 Performance Period ? This Performance Stock Unit Award Agreement (this ?Agreement?) and the Award granted hereunder is made outside the terms of the Foot Locker 2007 Stock Incentive Plan (the ?Plan?) and the share reserve thereunder, as an "employment inducement award" within the meaning of NYSE Manual 303A. |
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| August 24, 2022 |
EXHIBIT 107 FORM S-8 (Form Type) FOOT LOCKER, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Issued Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.01 par value per share(1) Other(2) 850,000(1) $32.14 |
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| August 24, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 24, 2022 As filed with the U.S. Securities and Exchange Commission on August 24, 2022 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Foot Locker, Inc. (Exact name of registrant as specified in its charter) New York 13-3513936 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
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| August 24, 2022 |
Exhibit 99.1? ? RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT ? This Restricted Stock Unit Award Agreement (this "Agreement") and the Award granted hereunder is made outside the terms of the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan") and the share reserve thereunder, as an "employment inducement award" within the meaning of NYSE Manual 303A.08, as of August 24, |
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| August 24, 2022 |
Exhibit 99.4? ? ? RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT (ANNUAL AWARD) ? This Restricted Stock Unit Award Agreement (this "Agreement") and the Award granted hereunder is made outside the terms of the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan") and the share reserve thereunder, as an "employment inducement award" within the meaning of NYSE Manual 303A.08, |
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| August 24, 2022 |
Exhibit 99.3? NONSTATUTORY STOCK OPTION INDUCEMENT AWARD AGREEMENT (ANNUAL AWARD) Stock Option Grant The Human Capital and Compensation Committee of the Board of Directors of Foot Locker, Inc. (the ?Company?), a New York corporation, granted you a Nonstatutory Stock Option (the ?Option?) to purchase shares of the Company?s common stock, as set forth below. The Option granted hereunder is made outs |
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| August 24, 2022 |
Exhibit 99.2? PERFORMANCE STOCK UNIT INDUCEMENT AWARD AGREEMENT (TRANSFORMATION AWARD) ? ? This Performance Stock Unit Award Agreement (this ?Agreement?) and the Award granted hereunder is made outside the terms of the Foot Locker 2007 Stock Incentive Plan (the ?Plan?) and the share reserve thereunder, as an "employment inducement award" within the meaning of NYSE Manual 303A.08, as of August 24, |
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| August 19, 2022 |
Exhibit 10.1 August 17, 2022 Richard A. Johnson Foot Locker, Inc. 330 West 34th Street New York, New York 10001 Dear Dick,? In concert with the CEO succession planning process and the designation of a successor candidate, you have informed the Board of Directors of Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New York 10001 (the ?Co |
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| August 19, 2022 |
Exhibit 10.2 Execution Version EMPLOYMENT AGREEMENT THIS AGREEMENT made as of August 16, 2022, between FOOT LOCKER, INC., a New York corporation with its principal office at 330 West 34th Street, New York, New York 10001 (the ?Company?) and Mary N. Dillon (the ?Executive?) (the Company and the Executive, the ?Parties? hereto). WHEREAS, the Company desires to employ Executive as its President and C |
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| August 19, 2022 |
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 |
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| August 19, 2022 |
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 (August 16, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Comm |
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| August 19, 2022 |
Exhibit 99.2 2 Disclosure Regarding Forward - Looking Statements This presentation contains ?forward - looking? statements within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Exchange Act, as amended. The words ?believe,? ?expect,? ?anticipate,? ?plan,? "predict," ?intend,? "seek," ?foresee,? ?should,? ?would,? ?could,? ?attempt ,? ?appears,? ?forec |
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| August 19, 2022 |
Exhibit 99.1 N E W S R E L E A S E Contact: Robert Higginbotham Vice President, Investor Relations [email protected] (212) 720-4600 FOOT LOCKER, INC. REPORTS 2022 SECOND QUARTER RESULTS; UPDATES 2022 OUTLOOK ? Solid second quarter sales and earnings compared to record results in 2021 ? Total sales decreased 9.2% from 2021 and increased 16.4% from 2019 ? Comparable-store sales decr |
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| August 19, 2022 |
Exhibit 99.1 NEWS RELEASE Investor Contact: Media Contact: Robert Higginbotham Cara Tocci Vice President, Investor Relations Vice President, Corporate Communications [email protected] [email protected] (212) 720-4600 (914) 582-0304 RICHARD A. JOHNSON TO RETIRE AS CHAIRMAN AND CEO; MARY N. DILLON APPOINTED AS CEO, EFFECTIVE SEPTEMBER 1, 2022 Dona D. Young to Become Non-Exec |
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| July 15, 2022 |
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): July 15, 2022 (July 11, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commissi |
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| July 15, 2022 |
Exhibit 99.1 ? May 24, 2022 ? Via Electronic Mail ? W. Scott Martin ? ? Dear Scott: ? Re: Notice of Termination ? This will confirm our discussions with regard to the termination of your employment with Foot Locker, Inc. (the ?Company?). As you know, you and the Company are parties to an Employment Agreement dated as of May 17, 2016, and amended as of March 18, 2022 (the ?Employment Agreement?). U |
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| July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FOOT LOCKER, INC. (Name of Issuer) Common stock (Title of Class of Securities) 344849104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| July 8, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto and statements on Schedule |
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| June 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION ? Washington, D.C. 20549 ? FORM 11-K (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ? Commission file number: 1-10299 A. Full title o |
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| June 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? OR ? [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ? Commission file number: 1-10299 ? A. Full t |
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| June 24, 2022 |
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): June 21, 2022 (June 24, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commissi |
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| June 8, 2022 |
Exhibit 15 ACCOUNTANT?S ACKNOWLEDGEMENT The Board of Directors of Foot Locker, Inc. |
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| June 8, 2022 |
Report of Independent Registered Public Accounting Firm. Exhibit 99 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Foot Locker, Inc. |
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| June 8, 2022 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 27, 2022 |
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): May 27, 2022 (May 24, 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 |
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| May 20, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Robert Higginbotham Vice President, Investor Relations [email protected] (212) 720-4600 Foot Locker, Inc. Reports 2022 First Quarter Results; Updates 2022 Outlook ? Total Sales Increased 1.0%; Comparable-Store Sales Decreased 1.9% ? EPS of $1.37 and Non-GAAP EPS $1.60 ? Expect to Reach Upper End of 2022 Sales and Earnings Range ? Repurchased $89 |
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| May 20, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): May 20, 2022 (May 18, 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 |
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| May 20, 2022 |
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): May 20, 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) ( |
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| May 20, 2022 |
Exhibit 99.2 First Quarter 2022 Earnings Results May 20, 2022 2 Disclosure Regarding Forward - Looking Statements This presentation contains ?forward - looking? statements within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Exchange Act, as amended. The words ?believe,? ?expect,? ?anticipate,? ?plan,? "predict," ?intend,? "seek," ?foresee,? ?should, |
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| May 20, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM SD ? SPECIALIZED DISCLOSURE REPORT ? Foot Locker, Inc. (Exact name of registrant as specified in its charter) ? New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) ? ? ? (212) 720-3700 ? 330 West 34th Street, New York, New York 10001 (Ad |
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| May 20, 2022 |
Foot Locker, Inc. Conflict Minerals Report For The Year Ended December 31, 2021 ? Exhibit 1.01 Foot Locker, Inc. Conflict Minerals Report For The Year Ended December 31, 2021 ? The information in this report includes the activities of Foot Locker, Inc. (the ?Company?) and its consolidated subsidiaries. As used herein, tin, tantalum, tungsten, and gold (commonly referred to as ?3TG?) are referred to as ?Conflict Minerals,? without regard to the location of origin of the minera |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| April 8, 2022 |
DEF 14A 1 n3051-x1def14a.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (a |
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| April 8, 2022 | ||
| March 24, 2022 |
Subsidiaries of the Registrant. Exhibit 21 FOOT LOCKER, INC. SUBSIDIARIES (1) The following is a list of subsidiaries of Foot Locker, Inc. as of January 29, 2022, omitting some subsidiaries, which, considered in the aggregate, would not constitute a significant subsidiary. Name Jurisdiction of Incorporation Foot Locker Australia, Inc. Virginia Foot Locker New Zealand, Inc. Virginia Team Edition Apparel, Inc. Florida FL Canada Ho |
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| March 24, 2022 |
? Exhibit 10.8 NONSTATUTORY STOCK OPTION AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN ? Stock Option Grant ? The Human Capital and Compensation Committee of the Board of Directors of Foot Locker, Inc. (the ?Company?), a New York corporation, granted you a Nonstatutory Stock Option (the ?Option?) on under the Foot Locker 2007 Stock Incentive Plan (the ?Plan?), to purchase shares |
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| March 24, 2022 |
? Exhibit 10.11 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN ? Performance Period ? This Performance Stock Unit Award Agreement (this ?Agreement?) is made under the Foot Locker 2007 Stock Incentive Plan (the ?Plan?), as of , by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New Yor |
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| March 24, 2022 |
? Exhibit 10.10 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN ? This Restricted Stock Unit Award Agreement (this ?Agreement?) is made under the Foot Locker 2007 Stock Incentive Plan (the ?Plan?), as of , by and between Foot Locker, Inc., a New York corporation, with its principal office located at 330 West 34th Street, New York, New York 10001 (the ?Company? |
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| March 24, 2022 |
Description of Registrant’s Securities. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of Foot Locker, Inc. (?Foot Locker,? the ?Company,? ?we,? ?us? and ?our?) is based on our Certificate of Incorporation, as amended (our ?Certificate of Incorporation?) and our Bylaws (our ?Bylaws?). This description is summari |
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| March 24, 2022 |
? Exhibit 10.9 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FOOT LOCKER 2007 STOCK INCENTIVE PLAN ? This Restricted Stock Unit Award Agreement (this "Agreement") is made under the Foot Locker 2007 Stock Incentive Plan, as amended and restated (the "Plan"), as of , by and between Foot Locker, Inc., a New York corporation with its principal office located at 330 West 34th Street, New York, New Yo |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ? ? ? For the transition period from to Commission File No. 1-10299 ? (Exact |
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| February 25, 2022 |
Exhibit 99.1 NEWS RELEASE Contact: Robert Higginbotham Vice President, Investor Relations Foot Locker, Inc. [email protected] (212) 720-4600 Foot Locker, Inc. Reports 2021 Fourth Quarter and Full Year Results; Provides 2022 Outlook and Long-Term Strategy Update ? Total Sales Increased 6.9% in the Fourth Quarter and 18.7% in the Full Year ? Fourth Quarter EPS of $1.02 and Non-GAAP |
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| February 25, 2022 |
Foot Locker - Internal Use Only Fourth Quarter 2021 Earnings Results February 25, 2022 Exhibit 99.2 Foot Locker - Internal Use Only Fourth Quarter 2021 Earnings Results February 25, 2022 Foot Locker - Internal Use Only 2 Disclosure Regarding Forward - Looking Statements This presentation contains ?forward - looking? statements within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Exchange Act, as amended. The words ?believe,? ?expect,? |
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| February 25, 2022 |
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): February 25, 2022 (February 24, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) ( |
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| February 18, 2022 |
Separation Agreement and General Release EX-99.1 2 exh99-1.htm AGREEMENT WITH VIJAY TALWAR, DATED FEBRUARY 14, 2022 Exhibit 99.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. January 19, 2022 Via E-Mail Only Mr. Vijay Talwar [***] E-mail: [***] Re: Notice of Termin |
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| February 18, 2022 |
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): February 18, 2022 (February 14, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) ( |
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| February 11, 2022 |
FL / Foot Locker, Inc. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOOT LOCKER, INC (Name of Issuer) Common Stock (Title of Class of Securities) 34849104 (CUSIP Number) December 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 10, 2022 |
FL / Foot Locker, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Foot Locker Inc. Title of Class of Securities: Common Stock CUSIP Number: 344849104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R |
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| February 3, 2022 |
Exhibit 99.1 N E W S R E L E A S E Investor Contact: Media Contact: Robert Higginbotham Matthew Di Taranto Vice President, Investor Relations Director, Corporate Communications Foot Locker, Inc. Foot Locker, Inc. [email protected] [email protected] (212) 720-4600 (718) 970-1260 FOOT LOCKER, INC. ELECTS VIRGINIA C. ?GINA? DROSOS AS A DIRECTOR NEW YORK, NY, February 3 |
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| February 3, 2022 |
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): February 3, 2022 (February 2, 2022) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) (Co |
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| December 9, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 20, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 8, 2021 |
Report of Independent Registered Public Accounting Firm. Exhibit 99 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Foot Locker, Inc. |
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| December 8, 2021 |
Exhibit 15 ACCOUNTANT?S ACKNOWLEDGEMENT The Board of Directors of Foot Locker, Inc. |
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| December 8, 2021 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents s ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 19, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 19, 2021 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 Numb |
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| November 19, 2021 |
FOOT LOCKER, INC. REPORTS 2021 THIRD QUARTER RESULTS EX-99.1 2 n2655x8exh99-1.htm PRESS RELEASE, DATED NOVEMBER 19, 2021, ISSUED BY FOOT LOCKER, INC. Exhibit 99.1 NEWS RELEASE Contact: James R. Lance Vice President, Corporate Finance and Investor Relations Foot Locker, Inc. (212) 720-4600 FOOT LOCKER, INC. REPORTS 2021 THIRD QUARTER RESULTS · Total Sales Increased 3.9% in the Third Quarter · Third Quarter Net Income of $158 Million, or $1.52 Per Sha |
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| November 18, 2021 |
EX-99.1 2 n2655x7exh99-1.htm PRESS RELEASE, DATED NOVEMBER 18, 2021, ISSUED BY FOOT LOCKER, INC. Exhibit 99.1 NEWS RELEASE Investor Contact: Media Contact: James R. Lance Cara Tocci Vice President, Corporate Finance and Investor Relations Vice President, Corporate Communications Foot Locker, Inc. Foot Locker, Inc. [email protected] [email protected] (212) 720-4600 (914) 582-0304 FOOT L |
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| November 18, 2021 |
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 18, 2021 (November 16, 2021) Foot Locker, Inc. (Exact name of registrant as specified in charter) New York 1-10299 13-3513936 (State or other jurisdiction of incorporation) ( |
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| November 1, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 1, 2021 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 Numbe |
