(e)(1)

Establishment of Performance Goals

.

(i)On March 22, 2017, 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 2017 fiscal year under the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the Annual Bonus Plan). The goals for the executives are based on the Companys 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 Compensation Committee established individual target awards under this plan for the executives who will be included as name d executive officers (NEOs) in the Companys 2017 proxy statement. The percentage of annual base salary payable at threshold, target, and maximum for each executive is shown in the table below.

Percent of Annual Base Salary

Name

Threshold Payout

Target Payout

Maximum Payout

Richard A. Johnson

37.5

%

150

%

300

%

Lauren B. Peters

18.75

%

75

%

150

%

Stephen D. Jacobs

25

%

100

%

200

%

Lewis P. Kimble

18.75

%

75

%

150

%

Paulette R. Alviti

12.5

%

50

%

100

%

(ii)On March 22, 2017, the Compensation Committee established long-term incentive compensation performance goals for the 2017-18 performance period based on a combination of the Companys 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) for Mr. Johnson, 100% of the award would be payable in restricted stock units (RSUs) under the 2007 Stock Incentive Plan (the Stock Incentive Plan), and (b) for each of the other NEOs, 75% of the award would be payable in RSUs under the Stock Incentive Plan and 25% of the award would be payable in cash under the Long-Term Incentive Compensation Plan. Both the RSU portion and the cash portion of any earned awards would be subject to a time-based, one-year vesting period following the end of the performance period before payout to the executives. The Compensation Committee established individual long-term target awards for the NEOs. Individual long-term target awards are expressed as a percentage of the executives annual base salary as approved by the Compensation Committee on March 22, 2017. The percentages shown in the table below represent the percent of the 2017 annual base salary that would be paid to such NEOs in RSUs and cash, as applicable, if the established goals are achieved.

Percent of Annual Base Salary

Name

Threshold Payout

Target Payout

Maximum Payout

Richard A. Johnson

62.5

%

250

%

500

%

Lauren B. Peters

25

%

100

%

200

%

Stephen D. Jacobs

25

%

100

%

200

%

Lewis P. Kimble

18.75

%

75

%

150

%

Paulette R. Alviti

18.75

%

75

%

150

%

The threshold, target, and maximum number of RSUs for each executive was calculated on March 22, 2017 on the basis of that days closing stock price. The actual number of RSUs awarded will be based on the Companys performance compared to targets. The value of the RSUs received by an executive will depend upon the Companys stock price on the payment date.

(2)

Stock Option Awards

. On March 22, 2017, the Compensation Committee granted stock options under the Stock Incentive Plan to the NEOs. The options will vest in three equal installments on March 22, 2018, March 22, 2019, and March 22, 2020. The options were granted at an exercise price of $72.83 per share, which was 100% of the fair market value (closing price) of a share of the Companys common stock, par value $0.01 per share, on the date of grant.

Name

Number of Shares

Richard A. Johnson

141,207

Lauren B. Peters

32,093

Stephen D. Jacobs

32,093

Lewis P. Kimble

28,884

Paulette R. Alviti

14,442

(3)

Annual Base Salaries

. The Compensation Committee made no changes to the annual base salaries of the NEOs. The NEOs salaries are shown in the table below.

Name

Position

Base Salary

Richard A. Johnson

President and Chief Executive Officer

$

1,100,000

Lauren B. Peters

Executive Vice President and

Chief Financial Officer

675,000

Stephen D. Jacobs

Executive Vice President and

Chief Executive OfficerNorth America

850,000

Lewis P. Kimble

Executive Vice President and

Chief Executive OfficerInternational

650,000

Paulette R. Alviti

Senior Vice President and

Chief Human Resources Officer

490,000

(4)

Amendment toAnnual Bonus Plan

. On March 22, 2017, the Board ofDirectors ofthe Company approved an Amendment to Section 6(c)(2) of the Annual Bonus Plan. TheNEOs,as well as other officers and key employees of the Company, participate in this plan. The amendment increases the limit on payouts to any Covered Employee (as defined in the plan) for any plan year from $3 million to $6 million. Theplan amendment will be considered for approval by shareholders at the Companys 2017Annual Shareholders Meeting. A copy of theAnnual Bonus Plan, as proposed to be amended, is attached hereto as Exhibit 10.1and is incorporated herein in its entirety.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

10.1

Foot Locker Annual 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.

Date: March 24, 2017

By:

/s/ Paulette R. Alviti

Name:

Paulette R. Alviti

Title:

Senior Vice President and

Chief Human Resources Officer

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