Foot Locker, Inc. (NYSE:FL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2018, the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker, Inc. (the “Company”) granted special one-time Accelerate Future Growth (“AFG”) awards under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which are designed to expedite the transformation necessary to accelerate the Company’s long-term growth. The AFG awards were granted to each of the executives who were included as named executive officers (“NEOs”) in the Company’s 2018 proxy statement, as well as certain other officers and key employees of the Company and its subsidiaries, in the form attached hereto as Exhibit 10.1.

The AFG awards are comprised of performance-based restricted stock units (“PBRSUs”), or a combination of PBRSUs and time-based restricted stock units (“RSUs”). The performance metrics applicable to the PBRSUs are based on a combination of the Company’s total revenue growth, direct-to- customer revenue growth, and EBIT margin over the three-year performance period of 2018-20.

For Richard A. Johnson, Chairman and Chief Executive Officer, 50% of the AFG award is PBRSUs; for all other executives, 75% of the AFG award is PBRSUs and 25% is RSUs. The total target values of the AFG awards are as follows: Richard A. Johnson, $5,000,000; Lauren B. Peters, $1,000,000; Stephen D. Jacobs, $1,500,000; Lewis P. Kimble, $1,000,000; and Pawan Verma, $750,000.

The percentage of achievement of the performance goals at the end of the performance period will be applied to the target number of PBRSUs granted to the executive to determine the actual number of PBRSUs that may be earned. The percentage of the target number of PBRSUs that may be earned at threshold is 25%, and at maximum is 200% for each executive. If the threshold performance goals are not met, no PBRSUs will be earned or paid. The value of the RSUs and PBRSUs received by an executive will depend upon the Company’s stock price on the payment date.

The RSUs and any earned PBRSUs will vest on March 24, 2021, provided the executive remains employed by the Company until the vesting date. No dividends will be paid or accrued on these awards.

This summary of the AFG awards is qualified in its entirety by reference to the Form of Accelerate Future Growth Award Agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

FOOT LOCKER, INC. Exhibit
EX-10.1 2 c91040_ex10-1.htm Exhibit 10.1   ACCELERATE FUTURE GROWTH AWARD AGREEMENT (Time-Based RSUs and Performance-Based RSUs)1   This Accelerate Future Growth Award Agreement (the “Agreement”) made under the Foot Locker 2007 Stock Incentive Plan (the “Stock Incentive Plan”) as of the 12th day of April 2018 by and between Foot Locker,…
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About Foot Locker, Inc. (NYSE:FL)

Foot Locker, Inc. is a retailer of shoes and apparel. The Company operates through two segments: Athletic Stores and Direct-to-Customers. The Company’s Athletic Stores segment is an athletic footwear and apparel retailer whose formats include Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Footaction, SIX:02, Runners Point Group, including Runners Point and Sidestep. The Company’s Direct-to-Customers segment includes Footlocker.com, Inc. and other affiliates, including Eastbay, Inc., and its international e-commerce businesses, which sell to customers through their Internet and mobile sites and catalogs. The Direct-to-Customers segment operates the Websites for eastbay.com, final-score.com, eastbayteamsales.com, and sp24.com. It operates over 3,383 primarily mall-based stores in the United States, Canada, Europe, Australia and New Zealand. The Company operates over 60 franchised stores that are located in the Middle East, Germany and Switzerland, and Republic of Korea.