Departure of Directors or Certain

(e)

At the annual shareholders meeting of Foot Locker, Inc. (the Company) held on May

17

, 201

7 (the Annual Meeting)

,

shareholders approved

an

a

mendment to Section 6(c)(2) of

the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the Annual Bonus 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.

The

named executive officers

, as well as other officers and key employees of the Company, participate in this plan.

A copy of the Annual Bonus Plan, as amended

and restated

, is attached hereto as Exhibit 10.1

,

which in its entirety is incorporated herein by reference

.

5.03.

Item

5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the

Annual Meeting

,

shareholders approved an amendment to Article II, Section 1 of the Companys By-Laws

, effective as of May 17, 2017,

to

provide for a majority voting standard in uncontested director elections

. A copy of the By-Laws

, as amended,

is attached hereto as Exhibit 3.1, which in its entirety is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the

Annual Meeting

held on May

17

, 201

7

,

shareholders voted on the

five

proposals set forth below. For more information on the proposals, please see the 201

7

Proxy Statement, the relevant portions of which are incorporated herein by reference. The final voting results are listed below.

1.

Shareholders elected

the

eleven

nominees to the Board of Directors

(the Board)

of the Company

for

one

-year terms expiring at the

annual shareholders meeting to be held

in 201

8

:

Name

Votes For

Votes Withheld

Broker Non-Votes

Maxine Clark

105,858,381

207,424

6,773,412

Alan D. Feldman

104,069,259

1,996,546

6,773,412

Jarobin Gilbert, Jr.

102,761,564

3,304,241

6,773,412

Richard A. Johnson

94,432,921

11,632,884

6,773,412

Guillermo G. Marmol

105,870,283

195,522

6,773,412

Matthew M. McKenna

104,938,335

1,127,470

6,773,412

Steven Oakland

102,819,416

3,246,389

6,773,412

Ulice Payne, Jr.

105,788,811

276,994

6,773,412

Cheryl Nido Turpin

103,722,454

2,343,351

6,773,412

Kimberly Underhill

104,928,459

1,137,346

6,773,412

Dona D. Young

103,006,375

3,059,430

6,773,412

2.

With respect to the proposal to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 201

7

fiscal year, the votes were cast for the proposal as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

110,752,668

2,034,858

51,691

- 0 -

3.

Wi

th respect to the proposal to

approve

an amendment to the By-Laws to adopt majority voting in uncontested elections of directors

, the votes were cast for the proposal as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

105,860,430

143,661

61,714

6,773,412

4.

With respect to the proposal to approve

an amendment to the

Foot Locker

Annual

Incentive Compensation Plan, as Amended and Restated, the votes were cast for the proposal as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

99,335,557

6,608,233

122,015

6,773,412

5

.

With respect to the proposal to approve, on an advisory basis, the compensation of the Companys named executive officers, the votes were cast for the proposal as set forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

97,172,048

8,739,793

153,964

6,773,412

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

By-L

aws of Foot Locker, Inc.

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:

May

19

, 20

1

7

By:

/s/ Sheilagh M. Clarke

Name:

Sheilagh M. Clarke

Title:

Senior Vice President

General Counsel and Secretary

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Other recent filings from the company include the following:

Footlocker Inc Just Filed Its Quarterly Report: 9. Earnings Per S... - Sept. 6, 2017

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