3B2 EDGAR HTML -- c72020_def14a.htm

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

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FOOT LOCKER, INC.
(Name of Registrant as Specified in its Charter)
 

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*** Exercise Your Right to Vote *** 

Important Notice Regarding the Availability of Proxy Materials for the 

Shareholder Meeting to Be Held on May 21, 2014.

 

FOOT LOCKER, INC. Meeting Information
  Meeting Type: Annual Meeting
  For holders as of: March 24, 2014
  Date:   May 21, 2014   Time:    9:00 A.M., Local Time
  Location:  Foot Locker, Inc.
       112 West 34th Street
       New York, NY 10120
   
You are receiving this communication because you hold shares in the company named above.
FOOT LOCKER, INC.
112 W. 34TH STREET
NEW YORK, NY 10120
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
 
  We encourage you to access and review all of the important information contained in the proxy materials before voting.
   
  See the reverse side of this notice to obtain proxy materials and voting instructions.
           

 

 
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:  
NOTICE AND PROXY STATEMENT       ANNUAL REPORT WITH FORM 10-K
How to View Online:  
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Please make the request as instructed above on or before May 7, 2014 to facilitate timely delivery.

 

How To Vote

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Please Choose One of the Following Voting Methods

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 
Voting Items  

 

A Proposals - The Board of Directors recommends a vote FOR each of the nominees for Director in Proposal 1.
   
1. Election of Four Directors to Serve for Three-Year Terms.
   
  Nominees:

 

  1a. Nicholas DiPaolo
     
  1b. Matthew M. McKenna
     
  1c. Steven Oakland
     
  1d. Cheryl Nido Turpin

 

 

 

The Board of Directors recommends a vote FOR Proposals 2, 3, 4 and 5.
   
2. Ratification of the Appointment of Independent Registered Public Accounting Firm.
   
3. Approval of an Amendment to the Certificate of Incorporation.
   
4. Approval of the Second Amendment and Restatement of the Foot Locker 2007 Stock Incentive Plan.
   
5. Advisory Approval of the Company’s Executive Compensation.
   
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.