Foot Locker, Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: Proposal 1 - The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of May 15, 2025 (such agreement, as it may be amended from time to time, we refer to as the "merger agreement"), by and among Foot Locker, DICK'S Sporting Goods, Inc. (which we refer to as "DICK'S Sporting Goods") and RJS Sub LLC, a New York limited liability company and a direct wholly owned subsidiary of DICK'S Sporting Goods (which we refer to as "Merger Sub"), pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Foot Locker (which we refer to as the "merger"), with Foot Locker continuing as the surviving entity and a wholly owned subsidiary of DICK'S Sporting Goods (which we refer to as the "merger agreement proposal").

Foot Locker, Inc.’s own tally for this item (“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 sur”): 67,070,387 for, 144,939 against — passed, per its Form 8-K filed August 22, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the final, certified voting report provided by the independent inspector of elections, the Company's shareholders approved all proposals considered at the Special Meeting.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“76.58% of the shares of Common Stock entitled to vote”).

The 75 asset managers below reported 27,757,546 for, 14,836 abstained.

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

The 3 asset managers below reported 91,903 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: Proposal 3 - The Adjournment Proposal: To Approve The Adjournment Of The Special Meeting, If Necessary, To Solicit Additional Proxies If There Are Not Sufficient Votes To Approve The Merger Agreement Proposal.

Foot Locker, Inc.’s own tally for this item (“3. A proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the " Adjournment Proposal ")”): 64,468,214 for, 8,549,479 against, per its Form 8-K filed August 22, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 26,964,975 for, 802,965 against, 4,430 abstained.

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

The 3 asset managers below reported 91,903 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: Proposal 2 - The Merger-Related Compensation 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.

Foot Locker, Inc.’s own tally for this item (“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-”): 63,600,530 for, 9,259,520 against, per its Form 8-K filed August 22, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% 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 72 managers: 25,598,181 for, 2,167,199 against, 6,760 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 269 managers: 30,096,371 for, 2,474,752 against, 3,425,944 abstained, 9,863 not voted. Showing the 25 largest; see all in the interactive database.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 3 managers: 91,903 for.

Institutional-manager reports, all 3 managers: 426,099 for.