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):
S No fee required.
£ 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.
£ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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 18, 2016.
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 21, 2016 | |
| Date: May 18, 2016 | Time: 9:00 A.M., Local Time |
| Location: | AMC Loews Theatre |
| 312 West 34th 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:
Have the
information that is printed in the box marked by the arrow 
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode
below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper
or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following
methods to make your request:
| 1) BY INTERNET: | www.proxyvote.com | |
| 2) BY TELEPHONE: | 1-800-579-1639 | |
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | |
| * | If
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
please make the request as instructed above on or before May 4, 2016 to facilitate timely delivery.
| How To Vote |  |
SCAN TO
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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.
Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
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 NOMINEE for Director in Proposal 1. |
| 1. | Election of Six Directors to Serve for One-Year Terms. |
| Nominees: | |
| 1a. | Maxine Clark | |
| 1b. | Alan D. Feldman | |
| 1c. | Jarobin Gilbert, Jr. | |
| 1d. | Richard A. Johnson | |
| 1e. | Guillermo G. Marmol | |
| 1f. | Dona D. Young |
| 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. | Reapproval of the Performance Goals under the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated. |
| 4. | Approval of the Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated. |
| 5. | Advisory Approval of the Company’s Executive Compensation. |
| The Board of Directors recommends a vote FOR EVERY ONE YEAR. | |
| 6. | Advisory Vote Regarding Frequency of Advisory Approval of Executive Compensation. |
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | |
