FOOT LOCKER INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Darlene Nicosia

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Darlene Nicosia”): 63,694,141 for, 826,388 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR DARLENE NICOSIA” (2 managers, 68,741 for).

The 88 asset managers below reported 39,973,874 for, 323,633 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Dona D. Young

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Dona D. Young”): 62,194,624 for, 2,314,944 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR DONA D. YOUNG” (2 managers, 5,200 for, 63,541 against).

The 88 asset managers below reported 39,916,990 for, 380,517 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Guillermo G. Marmol

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Guillermo G. Marmol”): 62,697,487 for, 1,816,973 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR GUILLERMO G. MARMOL” (2 managers, 68,741 for).

The 88 asset managers below reported 39,916,990 for, 380,517 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Kimberly Underhill

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Kimberly Underhill”): 63,185,171 for, 1,325,998 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR KIMBERLY UNDERHILL” (2 managers, 68,741 for).

The 88 asset managers below reported 39,973,874 for, 323,633 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Mary N. Dillon

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Mary N. Dillon”): 63,945,934 for, 573,917 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR MARY N. DILLON” (2 managers, 68,741 for).

The 88 asset managers below reported 40,297,507 for, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Steven Oakland

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Steven Oakland”): 64,102,454 for, 416,575 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR STEVEN OAKLAND” (2 managers, 68,741 for).

The 88 asset managers below reported 40,269,828 for, 27,679 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Tristan Walker

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Tristan Walker”): 64,234,885 for, 277,458 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR TRISTAN WALKER” (2 managers, 68,741 for).

The 88 asset managers below reported 40,297,507 for, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Ulice Payne, Jr.

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Ulice Payne, Jr.”): 64,120,998 for, 389,042 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR ULICE PAYNE, JR.” (2 managers, 68,741 for).

The 88 asset managers below reported 40,295,354 for, 2,153 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Elect Nine Directors to the Board to Serve for One-Year Terms: Virginia C. Drosos

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Virginia C. Drosos”): 64,213,615 for, 306,403 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the persons named below was elected at the Annual Meeting to serve for a one-year term expiring at the Company's next annual meeting of shareholders and until his or her successor is duly elected and qualified, based upon the votes set forth in the table below:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of FOOT LOCKER INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR VIRGINIA C. DROSOS” (2 managers, 68,741 for).

The 88 asset managers below reported 40,276,515 for, 20,992 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Vote, on an Advisory Basis, to Approve the Company's Named Executive Officers' Compensation.

FOOT LOCKER INC.’s own tally for this item (“2. Advisory Vote to Approve Executive Compensation”): 60,488,732 for, 3,971,966 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved a nonbinding, advisory resolution approving the compensation of the Company's named executive officers, based upon the votes set forth in the table below:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 88 managers: 39,892,117 for, 474,187 against, 4,430 abstained, 5,729 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 272 managers: 31,266,332 for, 2,669,946 against, 49,503 abstained, 3,002 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratify the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2024 Fiscal Year.

FOOT LOCKER INC.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 70,490,584 for, 1,172,196 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024, based upon the votes set forth in the table below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 39,954,457 for, 343,050 against, 4,430 abstained, 5,729 unknown.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.