FOOT LOCKER INC. 2024-2025 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”): 67,267,348 for, 1,055,308 against, per its Form 8-K filed May 23, 2025 (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.

The 82 asset managers below reported 41,987,561 for, 446,114 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 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”): 65,886,347 for, 2,436,262 against, per its Form 8-K filed May 23, 2025 (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.

The 82 asset managers below reported 41,853,371 for, 580,304 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

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

FOOT LOCKER INC.’s own tally for this item (“Elect Director: John Venhuizen”): 67,634,267 for, 376,479 against, per its Form 8-K filed May 23, 2025 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 42,431,344 for, 2,330 against, 4,445 abstained.

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

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

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Kimberly K. Underhill”): 66,664,457 for, 1,654,894 against, per its Form 8-K filed May 23, 2025 (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.

The 82 asset managers below reported 41,987,560 for, 446,115 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 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”): 67,464,403 for, 868,236 against, per its Form 8-K filed May 23, 2025 (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.

The 82 asset managers below reported 42,431,344 for, 2,331 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

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

FOOT LOCKER INC.’s own tally for this item (“Elect Director: Sonia Syngal”): 67,127,567 for, 885,938 against, per its Form 8-K filed May 23, 2025 (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.

The 82 asset managers below reported 42,020,119 for, 413,555 against, 4,445 abstained.

Showing the 25 largest of 82 asset managers. See all 82 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”): 67,819,194 for, 499,413 against, per its Form 8-K filed May 23, 2025 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 42,431,344 for, 2,331 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 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.”): 67,701,743 for, 618,116 against, per its Form 8-K filed May 23, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 42,386,986 for, 46,689 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 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”): 67,802,309 for, 521,088 against, per its Form 8-K filed May 23, 2025 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 42,431,344 for, 2,331 against, 4,444 abstained.

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT TO THE 2007 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED.

FOOT LOCKER INC.’s own tally for this item (“3. Vote to Approve an Amendment to the 2007 Stock Incentive Plan, as Amended and Restated”): 73,961,370 for, 4,392,263 against — passed, per its Form 8-K filed May 23, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved the Plan, 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.

The 84 asset managers below reported 40,068,224 for, 2,383,104 against, 4,430 abstained.

Showing the 25 largest of 84 asset managers. See all 84 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”): 64,581,774 for, 3,713,410 against — passed, per its Form 8-K filed May 23, 2025 (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: 95% 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: “Compensation” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

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 82 managers: 41,224,419 for, 1,193,107 against, 4,444 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 277 managers: 29,545,573 for, 2,244,198 against, 210,531 abstained, 6,898 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 2025 FISCAL YEAR.

FOOT LOCKER INC.’s own tally for this item (“4. Ratification of Appointment of Independent Registered Public Accounting Firm”): 82,376,884 for, 1,767,358 against — passed, per its Form 8-K filed May 23, 2025 (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 2025, 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 80 asset managers below reported 41,751,918 for, 617,733 against, 4,430 abstained.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Description as filed by funds: VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE COMPANY ADOPT A GOAL FOR REDUCING ITS ENTERPRISE-WIDE GREENHOUSE GAS EMISSIONS IN LINE WITH THE PARIS AGREEMENT.

FOOT LOCKER INC.’s own tally for this item (“5. Vote to Approve a Shareholder Proposal Regarding Greenhouse Gas Emissions”): 4,459,708 for, 73,442,938 against — failed, per its Form 8-K filed May 23, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The Company's shareholders did not approve the shareholder proposal requesting that the Company adopt a goal for reducing its enterprise-wide greenhouse gas emissions in line with the Paris Agreement, based upon the votes set forth in the table below:”
Support: 6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 1,477,868 for, 40,684,526 against, 177,911 abstained.

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.