Foot Locker Files 8-K on Security Holder Vote
| Field | Detail |
|---|---|
| Company | Foot Locker, Inc. |
| Form Type | 8-K |
| Filed Date | Aug 22, 2025 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, shareholder-vote
Related Tickers: FL
TL;DR
FL filed an 8-K for a shareholder vote - details TBD.
AI Summary
On August 22, 2025, Foot Locker, Inc. filed an 8-K report, indicating a submission of matters to a vote of security holders. The filing does not contain specific details about the vote or any financial transactions.
Why It Matters
This filing signals that Foot Locker, Inc. is engaging in a process requiring shareholder approval, which could impact corporate governance or strategic decisions.
Risk Assessment
Risk Level: low — The filing is procedural and does not disclose any immediate financial risks or significant operational changes.
Key Players & Entities
- Foot Locker, Inc. (company) — Registrant
- August 22, 2025 (date) — Date of earliest event reported
FAQ
What specific matters are being submitted for a vote of security holders?
The filing does not specify the exact matters to be voted on by security holders.
When is the meeting or vote scheduled to take place?
The filing does not provide a date for the meeting or vote.
Has Foot Locker, Inc. provided any preliminary information or proxy materials related to this vote?
This 8-K filing does not include preliminary information or proxy materials.
What is the significance of filing an 8-K for 'Submission of Matters to a Vote of Security Holders'?
This type of filing is required when a company submits any matter to a vote of its security holders, such as the election of directors or a merger proposal.
Are there any financial implications disclosed in this filing?
No financial implications are disclosed in this particular 8-K filing.
Filing Stats: 877 words · 4 min read · ~3 pages · Grade level 13.3 · Accepted 2025-08-22 17:10:36
Key Financial Figures
- $0.01 — e on which Registered Common Stock, $0.01 par value FL The New York Stock Exc
Filing Documents
- tm2524166d1_8k.htm (8-K) — 34KB
- 0001104659-25-081947.txt ( ) — 194KB
- fl-20250822.xsd (EX-101.SCH) — 3KB
- fl-20250822_lab.xml (EX-101.LAB) — 33KB
- fl-20250822_pre.xml (EX-101.PRE) — 22KB
- tm2524166d1_8k_htm.xml (XML) — 3KB
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On August 22, 2025, Foot Locker, Inc., a New York corporation (the " Company "), held a special meeting of shareholders (the " Special Meeting ") to consider and vote on certain proposals related to the Agreement and Plan of Merger, dated as of May 15, 2025 (the " Merger Agreement "), by and among the Company, DICK'S Sporting Goods, Inc., a Delaware corporation (" DICK'S "), and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK'S (" Merger Sub "). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving as a wholly-owned subsidiary of DICK'S. As of the close of business on July 7, 2025, the record date for the Special Meeting (the " Record Date "), there were 95,444,721 issued and outstanding shares of Foot Locker common stock, par value $0.01 per share (" Common Stock "), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 73,092,401 shares of Common Stock, representing 76.58% of the shares of Common Stock entitled to vote at the Special Meeting, were represented in person or by proxy, constituting a quorum. At the Special Meeting, the following proposals were considered: 1. A proposal to adopt the Merger Agreement, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Foot Locker with Foot Locker continuing as the surviving entity and a wholly owned subsidiary of DICK'S (the " Merger Agreement Proposal "); 2. A proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Foot Locker's named executive officers that is based on or otherwise relates to the Merger (the " Merger-Related Compensation Proposal "); and 3. A proposal to approve the adjour
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 22, 2025 Foot Locker, Inc. By: /s/ Jennifer L. Kraft Jennifer L. Kraft Executive Vice President and General Counsel