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 S
Filed by a Party other than the Registrant £
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£ Preliminary Proxy Statement
£ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£ Definitive Proxy Statement
S Definitive Additional Materials
£ Soliciting Material Pursuant to §240.14a-12
FOOT LOCKER, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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£ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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£ Fee paid previously with preliminary materials.
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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 17, 2017.
FOOT LOCKER, INC.
FOOT LOCKER, INC.
330 WEST 34TH STREET
NEW YORK, NY 10001
Meeting Information
| Meeting Type: Annual Meeting | |
| For holders as of: March 20, 2017 | |
| Date: May 17, 2017 | Time: 9:00 A.M., Local Time |
| Location: | NYC33 |
| 125 West 33rd Street | |
| New York, NY 10001 |
You are receiving this communication because you hold shares in the company named above.
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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the box marked by the arrow 
(located
on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
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| 1) BY INTERNET: | www.proxyvote.com | |
| 2) BY TELEPHONE: | 1-800-579-1639 | |
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Vote
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| Voting Items |
A |
Proposals - The Board of Directors recommends a vote FOR EACH NOMINEE for Director in Proposal 1. | The Board of Directors recommends a vote FOR Proposals 2, 3, 4, and 5. | |||
| 1. | Election of Eleven Directors to Serve for One-Year Terms. | 2. | Ratification of the Appointment of Independent Registered Public Accounting Firm. | ||
| Nominees: | 3. | Approval of an Amendment to the By-Laws to Adopt Majority Voting in Uncontested Elections of Directors. | |||
| 1a. Maxine Clark | |||||
| 1b. Alan D. Feldman | 4. | Approval of an Amendment to the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated. | |||
| 1c. Jarobin Gilbert, Jr. | 5. | Advisory Approval of the Company’s Executive Compensation. | |||
| 1d. Richard A. Johnson 1e. Guillermo G. Marmol |
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||
| 1f. Matthew M. McKenna | |||||
| 1g. Steven Oakland | |||||
| 1h. Ulice Payne, Jr. | |||||
| 1i. Cheryl Nido Turpin | |||||
| 1j. Kimberly Underhill | |||||
| 1k. Dona D. Young | |||||
