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.

(e) At the annual shareholders meeting of Foot Locker, Inc. (the
Company) held on May 17, 2017 (the Annual Meeting), shareholders
approved an amendment to Section 6(c)(2) of the Foot Locker
Annual Incentive Compensation Plan, as Amended and Restated (the
Annual Bonus Plan). The amendment increases the limit on payouts
to any Covered Employee (as defined in the plan) for any plan
year from $3 million to $6 million. The named executive officers,
as well as other officers and key employees of the Company,
participate in this plan. A copy of the Annual Bonus Plan, as
amended and restated, is attached hereto as Exhibit 10.1,which in
its entirety is incorporated herein by reference.

At the Annual Meeting, shareholders approved an amendment to
Article II, Section 1 of the Companys By-Laws, effective as of
May 17, 2017, toprovide for a majority voting standard in
uncontested director elections. A copy of the By-Laws, as
amended, is attached hereto as Exhibit 3.1, which in its entirety
is incorporated herein by reference.

At the Annual Meeting held on May 17, 2017, shareholders voted on
the five proposals set forth below. For more information on the
proposals, please see the 2017 Proxy Statement, the relevant
portions of which are incorporated herein by reference. The final
voting results are listed below.

1. Shareholders elected the eleven nominees to the Board of
Directors (the Board) of the Company for one-year terms expiring
at the annual shareholders meeting to be held in 2018:

2. With respect to the proposal to ratify the appointment of KPMG
LLP as the Companys independent registered public accounting firm
for the 2017 fiscal year, the votes were cast for the proposal as
set forth below:

3. With respect to the proposal to approve an amendment to the
By-Laws to adopt majority voting in uncontested elections of
directors, the votes were cast for the proposal as set forth
below:

4. With respect to the proposal to approve an amendment to the
Foot Locker Annual Incentive Compensation Plan, as Amended and
Restated, the votes were cast for the proposal as set forth
below:

5. With respect to the proposal to approve, on an advisory basis,
the compensation of the Companys named executive officers, the
votes were cast for the proposal as set forth below:

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.

Foot Locker, Inc. (NYSE:FL) Recent Trading Information

Foot Locker, Inc. (NYSE:FL) closed its last trading session down -11.73 at 58.72 with 2,770,873 shares trading hands.