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

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;
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Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

(e)(1)    Establishment of Performance Goals.

(i)     On March 27, 2019, the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker, Inc. (the “Company”) established the performance goals for the 2019 fiscal year under the Foot LockerExecutive Incentive CashCompensation Plan (the “CashIncentive Plan”). The goals for the executives are based (a) 80% on the Company’s pre-tax income for Mr. Johnson, Ms. Peters, and Mr. Verma, and 20% for Messrs. Jacobs and Kimble, (b) 60% on division profit for Messrs. Jacobs and Kimble, and (c) 20% on customer connected objectives for each of the executives. Under the CashIncentive Plan, the amount that would be paid to the executives if the performance goals are met is based on a percentage of their annual base salaries earned for the plan year. The Compensation Committee established individual target awards under this plan for the executives who will be included as named executive officers (“NEOs”) in the Company’s 2019 proxy statement. The percentage of annual base salary payable at threshold, target, and maximum for each executive is shown in the table below.

Percent of Annual Base Salary
Name Threshold Payout Target Payout Maximum Payout
Richard A. Johnson % % %
Lauren B. Peters 18.75 % % %
Stephen D. Jacobs % % %
Lewis P. Kimble 18.75 % % %
Pawan Verma 18.75 % % %

(ii)On March 27, 2019, the Compensation Committee established long-term incentive compensation performance goals for the 2019-20 performance period based on a combination of the Company’s two-year average after-tax income and return-on-invested capital. Provided the performance goals are achieved, 50% of the executives’ long-term awards would be payable in restricted stock units (“RSUs”) under the 2007 Stock Incentive Plan (the “Stock Incentive Plan”). Earned payouts are subject to a time-based one-year vesting period following the end of the performance period before payout to the executives. Individual long-term target awards are expressed as a percentage of the executive’s annual base salary as approved by the Compensation Committee on March 27, 2019. The Compensation Committee established individual long-term target awards for the NEOs. The percentages shown in the table below represent the percent of the 2019 annual base salary that would be paid to the NEOs, in RSUs as described above, if the established goals are achieved.

Percent of Annual Base Salary
Name Threshold Payout Target Payout Maximum Payout
Richard A. Johnson 81.25 % % %
Lauren B. Peters % % %
Stephen D. Jacobs % % %
Lewis P. Kimble 18.75 % % %
Pawan Verma 18.75 % % %

The threshold, target, and maximum number of RSUs for each executive were calculated on March 27, 2019 on the basis of that day’s closing stock price. The actual number of RSUs awarded will be based on the Company’s performance compared to targets. The value of the RSUs received by an executive will depend upon the Company’s stock price on the payment date.

(2)RSU Awards. On March 27, 2019, the Compensation Committee granted time-based RSU awards under the Stock Incentive Plan to each of the NEOs. These awards will vest on March 27, 2022, provided the NEO remains employed by the Company until the vesting date. No dividends will be paid or accrued on these awards.

Name Number of Shares
Richard A. Johnson 20,360
Lauren B. Peters 4,242
Stephen D. Jacobs 6,363
Lewis P. Kimble 3,818
Pawan Verma 4,242

(3)Stock Option Awards. On March 27, 2019, the Compensation Committee granted stock options under the Stock Incentive Plan to each of the NEOs. The options will vest in three equal annual installments beginning on March 27, 2020, provided the executive remains employed by the Company on the relevant vesting dates. The options were granted at an exercise price of $58.94 per share, which was 50% of the fair market value (closing price) of a share of the Company’s common stock, par value $0.01 per share, on the date of grant.

Name Number of Shares
Richard A. Johnson 69,829
Lauren B. Peters 14,548
Stephen D. Jacobs 21,822
Lewis P. Kimble 13,093
Pawan Verma 14,548

(4)Annual Base Salaries. On March 27, 2019, the Compensation Committee approved increases in the annual base salaries of the NEOs, effective as of May 1, 2019. Given the May 1, 2019 effective date, the annual base salary shown in the table below may be higher than the actual salary earned by the executive for the year. The actual salary earned for the year is the amount that will be reflected in the Summary Compensation Table in the Company’s proxy statement for the relevant year.

Name Position Base Salary
Richard A. Johnson Chairman and Chief Executive Officer $1,150,000
Lauren B. Peters Executive Vice President and Chief Financial Officer 700,000
Stephen D. Jacobs Executive Vice President and Chief Executive Officer—North America 875,000
Lewis P. Kimble Executive Vice President and Chief Executive Officer—Asia Pacific 650,000
Pawan Verma Executive Vice President and Chief Information and Customer Connectivity Officer 625,000

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.

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