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Attachment 1

Attachment 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2011

Foot Locker, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

New York

 

1-10299

 

13-3513936

(State or other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)


 

 

 

112 West 34th Street, New York, New York

 

10120

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 212-720-3700

Former Name/Address
(Former name or former address, if changed from last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 


 

 

 

(e) (1) Establishment of Performance Goals.

                                        (i) On March 23, 2011, the Compensation and Management Resources Committee (the “Compensation Committee”) of the Board of Directors of Foot Locker, Inc. (the “Company”) established the performance goals for the 2011 fiscal year under the Annual Bonus Plan. The goals for the executives are based on the Company’s pre-tax income. Under the Annual Bonus Plan, the amount that would be paid to the executives if the performance goals are met is based on a percentage of their annual base salaries earned for the plan year. The percentage of annual base salary payable at threshold, target, and maximum for each of the executives included as named executive officers in the Company’s 2011 proxy statement is stated in the table below:

 

 

 

 

 

 

 

 

 

 

 

Name

 

Percent of Annual
Base Salary at
Threshold Payout

 

Percent of Annual
Base Salary at
Target Payout

 

Percent of Annual
Base Salary at
Maximum Payout

 


 


 


 


 

Ken C. Hicks

 

 

31.25

%

 

125

%

 

218.75

%

Robert W. McHugh

 

 

12.5

%

 

50

%

 

87.5

%

Ronald J. Halls

 

 

12.5

%

 

50

%

 

87.5

%

Richard A. Johnson

 

 

12.5

%

 

50

%

 

87.5

%

Gary M. Bahler

 

 

12.5

%

 

50

%

 

87.5

%

                                        (ii) On March 23, 2011, the Compensation Committee established long-term incentive compensation performance goals for the 2011-2012 performance period based on a combination of the Company’s two-year average after-tax income and return-on-invested capital. Provided the performance goals are achieved, the payout structure of the executives’ long-term awards is as follows: (a) 50 percent of the award would be payable in cash under the Long-Term Incentive Compensation Plan, (b) 50 percent of the award would be payable in restricted stock units under the 2007 Stock Incentive Plan, as amended and restated (the “2007 Stock Incentive Plan”), and (c) both the cash portion and the restricted stock unit portion of the payout would be subject to a time-based, one-year holding period following the end of the performance period before payout to the executives.

          Individual long-term target awards are expressed as a percentage of the rate of the executive’s annual base salary as approved by the Compensation Committee on March 23, 2011. The percentages shown in the table below represent the percent of 2011 annual base salary rates that would be paid to each of the named executive officers, in cash and restricted stock units as described in the foregoing paragraph, only if the established goals are achieved.

2



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Performance
Period

 

Percent of
Annual Base
Salary at
Threshold
Payout

 

Percent of
Annual Base
Salary at
Target
Payout

 

Percent of Annual
Base Salary at
Maximum Payout

 


 


 


 


 


 

Ken C. Hicks

 

 

2011-2012

 

 

43.75

%

 

175

%

 

350

%

Robert W. McHugh

 

 

2011-2012

 

 

18.75

%

 

75

%

 

150

%

Ronald J. Halls

 

 

2011-2012

 

 

18.75

%

 

75

%

 

150

%

Richard A. Johnson

 

 

2011-2012

 

 

18.75

%

 

75

%

 

150

%

Gary M. Bahler

 

 

2011-2012

 

 

18.75

%

 

75

%

 

150

%

          The threshold, target and maximum number of restricted stock units for each executive was calculated on March 23, 2011 on the basis of that day’s closing stock price. The actual number of restricted stock units awarded will be based on the Company’s performance compared to targets. The value of the restricted stock units received by an executive will depend upon the Company’s stock price on the payment date.

                                        (2) Amendment of Long-Term Incentive Compensation Plan. On March 23, 2011, the Board of Directors of the Company approved the Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated (the “Long-Term Bonus Plan”). The named executive officers, as well as other officers and key employees of the Company, participate in this plan. The principal amendments made to the Long-Term Bonus Plan were to (a) provide for expanded performance goal criteria to allow for a broader range of metrics in determining performance goals under the plan and (b) provide that the definition of Annual Base Salary means an executive’s annual base salary approved at the time the performance goals are established. The Long-Term Bonus Plan will be considered for approval by shareholders at the Company’s 2011 Annual Shareholders’ Meeting. A copy of the Long-Term Bonus Plan is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety.

                                        (3) Stock Option Awards. On March 23, 2011, the Compensation Committee granted nonstatutory stock options to the following named executive officers under the 2007 Stock Incentive Plan. The options will vest in three equal installments, on March 23, 2012, March 23, 2013, and March 23, 2014. The options were granted at an exercise price of $18.84 per share, which was 100 percent of the fair market value (closing price) of a share of the Company’s Common Stock on the date of grant.

3



 

 

 

Name

 

Number of Shares


 


Ken C. Hicks

 

500,000

Robert W. McHugh

 

80,000

Ronald J. Halls

 

80,000

Richard A. Johnson

 

80,000

Gary M. Bahler

 

50,000

                              (4) Restricted Stock Award. On March 23, 2011, the Compensation Committee granted an award of 50,000 shares of restricted stock to Ken C. Hicks under the 2007 Stock Incentive Plan. Mr. Hicks’ shares will vest on March 23, 2014, provided that he remains employed as Chief Executive Officer of the Company through the vesting date. Mr. Hicks will be entitled to receive and retain all cash dividends that are payable after the date of grant to record holders of the Company’s Common Stock.

                              (5) Annual Base Salaries. On March 23, 2011, the Compensation Committee approved the annual base salaries, effective as of May 1, 2011, of the following executive officers of the Company who will be included as Named Executive Officers in the Company’s 2011 proxy statement. As the Company’s salary increases generally become effective on May 1 of each year, the annual base salary rate shown in the table may be higher than the actual salary earned by the executive for the year. The actual salary earned for the year is the amount that will be reflected in the Summary Compensation Table in the Company’s proxy statement for the relevant year:

 

 

 

 

 

 

 

 

Name and Position

 

Year

 

Base Salary

 


 


 


 

Ken C. Hicks

 

 

2011

 

$

1,100,000

 

Chairman of the Board, President and
Chief Executive Officer

 

 

 

 

 

 

 

Robert W. McHugh

 

 

2011

 

$

620,000

 

Executive Vice President and Chief
Financial Officer

 

 

 

 

 

 

 

Ronald J. Halls

 

 

2011

 

$

795,000

 

President and Chief Executive Officer –
Foot Locker, Inc. –International

 

 

 

 

 

 

 

Richard A. Johnson

 

 

2011

 

$

745,000

 

President and Chief Executive Officer –
Foot Locker U.S./Lady Foot Locker/Kids
Foot Locker/Footaction

 

 

 

 

 

 

 

Gary M. Bahler

 

 

2011

 

$

540,000

 

Senior Vice President, General Counsel
and Secretary

 

 

 

 

 

 

 

4



 

 

Item 9.01.

Financial Statements and Exhibits

(c)          Exhibits

 

 

10.1

Foot Locker Long-Term Incentive Compensation Plan, as Amended and Restated

SIGNATURE

          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.

 

 

 

 

 

FOOT LOCKER, INC.
(Registrant)

 

 

 

 

Date: March 29, 2011

By:

/s/ Gary M. Bahler

 

 

 


 

 

 

Senior Vice President, General Counsel
and Secretary

5