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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Foot Locker, Inc. 10-K 2/03/24 140:15M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.02M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 45K
3: EX-10.32 Material Contract HTML 63K
4: EX-10.33 Material Contract HTML 63K
5: EX-19 Report Furnished to Security Holders HTML 58K
6: EX-21 Subsidiaries List HTML 49K
7: EX-23 Consent of Expert or Counsel HTML 39K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 65K
Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
10: EX-32 Certification -- §906 - SOA'02 HTML 41K
17: R1 Document And Entity Information HTML 108K
18: R2 Consolidated Statements of Operations HTML 155K
19: R3 Consolidated Statements of Comprehensive (Loss) HTML 72K
Income
20: R4 Consolidated Statements of Comprehensive (Loss) HTML 51K
Income (Parentheticals)
21: R5 Consolidated Balance Sheets HTML 146K
22: R6 Consolidated Balance Sheets (Parentheticals) HTML 41K
23: R7 Consolidated Statements of Changes in HTML 135K
Shareholders' Equity
24: R8 Consolidated Statements of Cash Flows HTML 167K
25: R9 Note 1 - Summary of Significant Accounting HTML 159K
Policies
26: R10 Note 2 - Revenue HTML 100K
27: R11 Note 3 - Segment Information HTML 92K
28: R12 Note 4 - Impairment and Other HTML 61K
29: R13 Note 5 - Other Income (Expense), Net HTML 66K
30: R14 Note 6 - Merchandise Inventories HTML 47K
31: R15 Note 7 - Other Current Assets HTML 50K
32: R16 Note 8 - Property and Equipment, Net HTML 61K
33: R17 Note 9 - Other Intangible Assets, Net HTML 88K
34: R18 Note 10 - Other Assets HTML 50K
35: R19 Note 11 - Accrued and Other Liabilities HTML 56K
36: R20 Note 12 - Revolving Credit Facility HTML 44K
37: R21 Note 13 - Long Term Debt and Obligations Under HTML 54K
Finance Leases
38: R22 Note 14 - Other Liabilities HTML 49K
39: R23 Note 15 - Leases HTML 106K
40: R24 Note 16 - Accumulated Other Comprehensive Loss HTML 82K
41: R25 Note 17 - Income Taxes HTML 140K
42: R26 Note 18 - Financial Instruments and Risk HTML 60K
Management
43: R27 Note 19 - Fair Value Measurements HTML 88K
44: R28 Note 20 - Retirement Plan and Other Benefits HTML 165K
45: R29 Note 21 - Share-based Compensation HTML 146K
46: R30 Note 22 - Legal Proceedings HTML 42K
47: R31 Insider Trading Arrangements HTML 48K
48: R32 Significant Accounting Policies (Policies) HTML 206K
49: R33 Note 1 - Summary of Significant Accounting HTML 123K
Policies (Tables)
50: R34 Note 2 - Revenue (Tables) HTML 97K
51: R35 Note 3 - Segment Information (Tables) HTML 88K
52: R36 Note 4 - Impairment and Other (Tables) HTML 58K
53: R37 Note 5 - Other Income (Expense), Net (Tables) HTML 58K
54: R38 Note 6 - Merchandise Inventories (Tables) HTML 47K
55: R39 Note 7 - Other Current Assets (Tables) HTML 50K
56: R40 Note 8 - Property and Equipment, Net (Tables) HTML 60K
57: R41 Note 9 - Other Intangible Assets, Net (Tables) HTML 88K
58: R42 Note 10 - Other Assets (Tables) HTML 50K
59: R43 Note 11 - Accrued and Other Liabilities (Tables) HTML 55K
60: R44 Note 13 - Long Term Debt and Obligations Under HTML 49K
Finance Leases (Tables)
61: R45 Note 14 - Other Liabilities (Tables) HTML 49K
62: R46 Note 15 - Leases (Tables) HTML 107K
63: R47 Note 16 - Accumulated Other Comprehensive Loss HTML 84K
(Tables)
64: R48 Note 17 - Income Taxes (Tables) HTML 136K
65: R49 Note 18 - Financial Instruments and Risk HTML 49K
Management (Tables)
66: R50 Note 19 - Fair Value Measurements (Tables) HTML 78K
67: R51 Note 20 - Retirement Plan and Other Benefits HTML 157K
(Tables)
68: R52 Note 21 - Share-based Compensation (Tables) HTML 144K
69: R53 Note 1 - Summary of Significant Accounting HTML 60K
Policies (Details Textual)
70: R54 Note 1 - Summary of Significant Accounting HTML 43K
Policies - Advertising Costs (Details)
71: R55 Note 1 - Summary of Significant Accounting HTML 113K
Policies - Schedule of Basic and Diluted EPS
(Details)
72: R56 Note 1 - Summary of Significant Accounting HTML 50K
Policies - Reconciliation of Cash (Details)
73: R57 Note 1 - Summary of Significant Accounting HTML 47K
Policies - Estimated Useful Life of Assets
(Details)
74: R58 Note 2 - Revenue (Details Textual) HTML 41K
75: R59 Note 2 - Revenue - Schedule of Sales Disaggregated HTML 49K
by Sales Channel (Details)
76: R60 Note 2 - Revenue - Schedule of Sales Disaggregated HTML 45K
by Geographic Area (Details)
77: R61 Note 2 - Revenue - Sales by Banner (Details) HTML 63K
78: R62 Note 2 - Revenue - Activity of Gift Card Liability HTML 47K
Balance (Details)
79: R63 Note 3 - Segment Information (Details Textual) HTML 40K
80: R64 Note 3 - Segment Information - Sales and Division HTML 56K
Operating Results for Reportable Segments
(Details)
81: R65 Note 3 - Segment Information - Long Lived Assets HTML 42K
(Details)
82: R66 Note 3 - Segment Information - Long Lived Assets HTML 57K
by International Category (Details)
83: R67 Note 4 - Impairment and Other (Details Textual) HTML 55K
84: R68 Note 4 - Impairment and Other Charges - Schedule HTML 63K
of Impairment and Other Charges (Details)
85: R69 Note 5 - Other Income (Expense), Net (Details HTML 75K
Textual)
86: R70 Note 5 - Other Income (Expense), Net - Schedule of HTML 66K
Other Income (Expense) (Details)
87: R71 Note 6 - Merchandise Inventories - Inventory HTML 43K
(Details)
88: R72 Note 7 - Other Current Assets - Other Current HTML 54K
Assets (Details)
89: R73 Note 8 - Property and Equipment, Net - Property HTML 67K
and Equipment (Details)
90: R74 Note 9 - Other Intangible Assets, Net (Details HTML 39K
Textual)
91: R75 Note 9 - Other Intangible Assets, Net - Other HTML 61K
Intangible Assets (Details)
92: R76 Note 9 - Other Intangible Assets, Net - HTML 40K
Amortization of Intangible Assets (Details)
93: R77 Note 9 - Other Intangible Asset, Net - Schedule of HTML 41K
Estimated Future Amortization Expense (Details)
94: R78 Note 10 - Other Assets - Other Assets (Details) HTML 57K
95: R79 Note 11 - Accrued and Other Liabilities - Schedule HTML 64K
of Accrued and Other Liabilities (Details)
96: R80 Note 12 - Revolving Credit Facility (Details HTML 67K
Textual)
97: R81 Note 13 - Long Term Debt and Obligations Under HTML 40K
Finance Leases (Details Textual)
98: R82 Note 13 - Long Term Debt and Obligations Under HTML 49K
Finance Leases - Components of Long Term Debt
(Details)
99: R83 Note 13 - Long Term Debt and Obligations Under HTML 40K
Finance Leases - Components of Long Term Debt
(Details) (Parentheticals)
100: R84 Note 14 - Other Liabilities - Other Liabilities HTML 51K
(Details)
101: R85 Note 15 - Leases (Details Textual) HTML 43K
102: R86 Note 15 - Leases - Lease Balance Sheet Information HTML 60K
(Details)
103: R87 Note 15 - Leases - Other Lease Information HTML 46K
(Details)
104: R88 Note 15 - Leases - Components of Lease Cost HTML 57K
(Details)
105: R89 Note 15 - Leases - Lease Maturities (Details) HTML 93K
106: R90 Note 16 - Accumulated Other Comprehensive Loss - HTML 49K
Schedule of Accumulated Other Comprehensive Loss
(Details)
107: R91 Note 16 - Accumulated Other Comprehensive Loss - HTML 79K
Changes in Accumulated Other Comprehensive Loss
(Details)
108: R92 Note 16 - Accumulated Other Comprehensive Loss - HTML 66K
Reclassifications from Accumulated Other
Comprehensive Loss (Details)
109: R93 Note 17 - Income Taxes (Details Textual) HTML 70K
110: R94 Note 17 - Income Taxes - Components of Pre-tax HTML 47K
Income (Details)
111: R95 Note 17 - Income Taxes - Components of Income Tax HTML 63K
Provision (Details)
112: R96 Note 17 - Income Taxes - Reconciliation of HTML 62K
Statutory Federal Income Tax Rate and Effective
Income Tax Rate (Details)
113: R97 Note 17 - Income Taxes - Schedule Of Deferred Tax HTML 74K
Assets and Liabilities (Details)
114: R98 Note 17 - Income Taxes - Summary of Unrecognized HTML 53K
Tax Benefits (Details)
115: R99 Note 18 - Financial Instruments and Risk HTML 75K
Management (Details Textual)
116: R100 Note 18 - Financial Instrument and Risk Management HTML 49K
- Fair Value of Derivative Contracts (Details)
117: R101 Note 19 - Fair Value Measurements (Details HTML 56K
Textual)
118: R102 Note 19 - Fair Value Measurements - Schedule of HTML 62K
Fair Value Assets and Liabilities (Details)
119: R103 Note 19 - Fair Value Measurements - Schedule of HTML 41K
Carrying Values and Estimated Fair Values
(Details)
120: R104 Note 20 - Retirement Plan and Other Benefits HTML 76K
(Details Textual)
121: R105 Note 20 - Retirement Plans and Other Benefit - HTML 90K
Plan Summary (Details)
122: R106 Note 20 - Retirement Plans and Other Benefits - HTML 47K
Qualified and Non Qualified Plans (Details)
123: R107 Note 20 - Retirement Plans and Other Benefits - HTML 50K
Schedule of AOCL Pre-tax (Details)
124: R108 Note 20 - Retirement Plans and Other Benefits - HTML 51K
Assumption Used in Calculating Net Periodic
Pension Cost (Details)
125: R109 Note 20 - Retirement Plan and Other Benefits - HTML 57K
Components of Net Periodic Pension Cost (Details)
126: R110 Note 20 - Retirement Plans and Other Benefits - HTML 94K
Summary Pension Plan Assets (Details)
127: R111 Note 20 - Retirement Plans and Other Benefits - HTML 51K
Estimated Future Benefit Payments (Details)
128: R112 Note 21 - Share-based Compensation (Details HTML 90K
Textual)
129: R113 Note 21 - Share-based Compensation - Schedule of HTML 45K
Allocated Share-based Compensation (Details)
130: R114 Note 21 - Share-based Compensation - Schedule of HTML 54K
Share-based Payment Award Stock Options Valuation
Assumptions (Details)
131: R115 Note 21 - Share-based Compensation - Schedule of HTML 67K
Share-based Compensation (Details)
132: R116 Note 21 - Share-based Compensation - Schedule of HTML 39K
Share-based Payment Award Options Grants in Period
Grant Date Intrinsic Value (Details)
133: R117 Note 21 - Share-based Compensation - Intrinsic HTML 41K
Value of Options Outstanding and Exercisable
(Details)
134: R118 Note 21 - Share-based Compensation - Schedule Of HTML 72K
Share-based Compensation Shares Authorized Under
Stock Option Plans By Exercise Price Range
(Details)
135: R119 Note 21 - Share-based Compensation - Schedule of HTML 67K
Share-based Compensation Restricted Stock and
Restricted Stock Units Activity (Details)
137: XML IDEA XML File -- Filing Summary XML 269K
140: XML XBRL Instance -- floc20240203_10k_htm XML 3.70M
136: EXCEL IDEA Workbook of Financial Report Info XLSX 216K
13: EX-101.CAL XBRL Calculations -- fl-20240203_cal XML 263K
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138: JSON XBRL Instance as JSON Data -- MetaLinks 710± 1.18M
139: ZIP XBRL Zipped Folder -- 0001437749-24-009866-xbrl Zip 615K
Exhibit 97
FOOT LOCKER, INC.
INCENTIVE COMPENSATION RECOUPMENT POLICY
(Amended and Restated as of December 1, 2023)
This Incentive Compensation Recoupment Policy (this “Policy”) was adopted by the Human Capital and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Foot Locker, Inc. (the “Company”) on February 17, 2015, as amended on February 19, 2019 and December 1, 2023. This Policy shall be effective commencing February 1, 2015 (the “Effective Date”) with respect to Incentive Compensation earned or granted on or after the Effective Date.
1. Accounting Adjustment. In the event that the Compensation Committee determines that an Executive of the Company or any of its subsidiaries or affiliates has engaged in an act of fraud or gross misconduct that causes or contributes to the need for an accounting adjustment to the Company’s financial results, whether or not the adjustment causes the Company to restate its financial results, the Compensation Committee shall (a) require the Executive to repay all or a portion of any Incentive Compensation paid or awarded to the Executive for the relevant fiscal year or performance period in which the fraud or gross misconduct occurred, and (b) cancel all or a portion of any unvested Incentive Compensation awarded to the Executive for the relevant fiscal year or performance period in which the fraud or gross misconduct occurred. The portion of Incentive Compensation to be recouped shall be equal to the Incentive Compensation that would not have been paid after giving effect to the accounting adjustment.
2. Legal and Compliance Violations. In the event the Compensation Committee determines that an Executive committed a significant legal or compliance violation in connection with the Executive’s employment, including a violation of the Company’s policies or Code of Business Conduct, the Company may, within three years following payment or vesting of the incentive compensation, and at the direction of the Compensation Committee, seek recovery of all or a portion of the incentive compensation awarded to the Executive for the fiscal year or performance period in which the violation occurred. In addition, the Company may, at the direction of the Compensation Committee, determine that any unpaid or unvested incentive compensation has not been earned and must be forfeited. The Company may seek recovery of incentive compensation for a legal or compliance violation even if the Executive’s misconduct did not result in an award or payment greater than would have been awarded absent the misconduct.
3. For purposes of this Policy:
|
(a) |
“Incentive Compensation” shall mean any annual and long-term incentive compensation paid in cash or equity (whether paid on a current or deferred basis) and other performance-based equity awards beginning with the Effective Date. |
|
(b) |
“Executive” shall mean each executive officer, corporate officer, other non-leveled executives, Levels 11 and 12 executives, and any other executives who report directly to the Chief Executive Officer or Chief Financial Officer. Both current and former Executives are subject to the Policy in accordance with its terms. This Policy shall be binding and enforceable with respect to all Executives (beginning at such time as the Executive began to serve as an Executive) and their heirs, executors, administrators, or other legal representatives. |
4. Supplemental Executive Officer Recoupment Policy. Each person who is or becomes an “officer” of the Company as defined under Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which shall be deemed to include any individuals identified by the Company as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act, will be subject to the Supplemental Executive Officer Recoupment Policy (the “Supplemental Policy”), attached hereto as Exhibit A. To the extent that compensatory payments are also subject to recoupment as Erroneously-Awarded Compensation (as defined in the Supplemental Policy) as provided by the Supplemental Policy, only the Supplemental Policy shall apply.
5. Notwithstanding anything herein to the contrary, the Compensation Committee may not seek recovery of any amount of Incentive Compensation by reducing any future amount that is payable and/or to be provided to the Executive and that is considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.
6. Application of this Policy does not preclude the Company from taking any other action with regard to the Executive as a result of the Executive’s commission of such act of fraud, gross misconduct, or significant legal or compliance violation, including termination of employment or institution of civil or criminal proceedings. Any right of recoupment under this Policy is in addition to, and is not in lieu of, any other remedy or right of recoupment that may be available to the Company.
7. This Policy shall be administered and interpreted by the Compensation Committee. The Compensation Committee shall have the authority in its sole discretion to administer and make all determinations under the Policy, including, without limitation, the manner it determines to enforce this Policy, and to exercise all the powers and authorities either specifically granted to it under the Policy or necessary or advisable in the administration of the Policy.
8. It shall be the responsibility of the General Counsel of the Company to review with the Compensation Committee any instances of fraud or gross misconduct engaged in by an Executive that causes or contributes to the need for an accounting adjustment to the Company’s financial results.
9. The Board or the Compensation Committee may amend this Policy from time to time in its sole discretion and may terminate this Policy at any time for any reason in its sole discretion.
10. This Policy shall be binding and enforceable with respect to all Executives and their heirs, executors, administrators, or other legal representatives.
EXHIBIT A
FOOT LOCKER, INC.
SUPPLEMENTAL EXECUTIVE OFFICER RECOUPMENT POLICY
The Board of Directors (the “Board”) of Foot Locker, Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Supplemental Executive Officer Recoupment Policy (the “Supplemental Policy”) to be applied to the Executive Officers of the Company as part of the Foot Locker, Inc. Incentive Compensation Recoupment Policy and adopts this Supplemental Policy to be effective as of the Effective Date, as defined below.
1. Definitions. For purposes of this Supplemental Policy, the following definitions shall apply:
|
(a) |
“Committee” means the Human Capital and Compensation Committee of the Board. |
|
(b) |
“Company Group” means the Company and each of its Subsidiaries, as applicable. |
|
(c) |
“Covered Compensation” means any Incentive-Based Compensation granted, vested, or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after the effective date of the NYSE listing standard, (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association. |
|
(d) |
“Effective Date” means October 2, 2023. |
|
(e) |
“Erroneously-Awarded Compensation” means the amount of Covered Compensation granted, vested, or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested, or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously-Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested, or paid and the Committee shall maintain documentation of such determination and provide such documentation to the NYSE. |
|
(f) |
“Exchange Act” means the Securities Exchange Act of 1934. |
|
(g) |
“Executive Officer” means each “officer” of the Company as defined under Rule 16a-1(f) under Section 16 of the Exchange Act, which shall be deemed to include any individuals identified by the Company as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act. Both current and former Executive Officers are subject to the Supplemental Policy in accordance with its terms. |
|
(h) |
“Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of GAAP or non-GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price, or (iii) total shareholder return. Financial Reporting Measures may or may not be filed with the SEC and may be presented outside the Company’s financial statements, such as in Managements’ Discussion and Analysis of Financial Conditions and Result of Operations or in the performance graph required under Item 201(e) of Regulation S-K under the Exchange Act. |
|
(i) |
“Home Country” means the Company’s jurisdiction of incorporation. |
|
(j) |
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
|
(k) |
“Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously-Awarded Compensation under the Supplemental Policy is not dependent on if or when the Restatement is actually filed. |
|
(l) |
“NYSE” means the New York Stock Exchange. |
|
(m) |
“Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. |
|
(n) |
“Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously-issued financial statements that is material to the previously-issued financial statements (commonly referred to as a “Big R” restatement), or (ii) to correct an error in previously-issued financial statements that is not material to the previously-issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously-Awarded Compensation under the Supplemental Policy is not dependent on fraud or misconduct by any person in connection with the Restatement. |
|
(o) |
“SEC” means the U.S. Securities and Exchange Commission. |
|
(p) |
“Subsidiary” means any domestic or foreign corporation, partnership, association, joint stock company, joint venture, trust, or unincorporated organization “affiliated” with the Company, that is, directly or indirectly, through one or more intermediaries, “controlling,” “controlled by,” or “under common control with,” the Company. “Control” for this purpose means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, contract, or otherwise. |
|
2. |
Recoupment of Erroneously-Awarded Compensation. |
In the event of a Restatement, any Erroneously-Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited, and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Supplemental Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously-Awarded Compensation in accordance with Section 3 of this Supplemental Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously-Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Supplemental Policy would exceed the amount to be recovered (following reasonable attempts by the Company Group to recover such Erroneously-Awarded Compensation, the documentation of such attempts, and the provision of such documentation to the NYSE), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to the NYSE that recovery would result in such a violation and provides such opinion to the NYSE), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3. Means of Repayment. In the event that the Committee determines that any person shall repay any Erroneously-Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recoup the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously-Awarded Compensation to the Company Group by wire, cash, or cashier’s check no later than ninety (90) days after receipt of such notice.
4. No Indemnification. No person shall be indemnified, insured, or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Supplemental Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Supplemental Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Supplemental Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to affect the recovery of any Erroneously-Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
|
5. |
Miscellaneous. |
This Supplemental Policy generally will be administered and interpreted by the Committee. Any determination by the Committee with respect to this Supplemental Policy shall be final, conclusive, and binding on all interested parties. Any discretionary determinations of the Committee under this Supplemental Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Supplemental Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE, including any additional or new requirements that become effective after the Effective Date, which upon effectiveness shall be deemed to automatically amend this Supplemental Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Supplemental Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Supplemental Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Supplemental Policy shall not affect the validity or enforceability of any other provision of this Supplemental Policy. Recoupment of Erroneously-Awarded Compensation under this Supplemental Policy is not dependent upon the Company Group satisfying any conditions in this Supplemental Policy, including any requirements to provide applicable documentation to the NYSE.
The rights of the Company Group under this Supplemental Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recoupment, or remedies or rights other than recoupment, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.
6. Amendment and Termination. To the extent permitted by, and in a manner consistent with applicable law, including SEC and NYSE rules, the Committee may terminate, suspend, or amend this Supplemental Policy at any time in its discretion.
7. Successors. This Supplemental Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators, or other legal representatives with respect to any Covered Compensation granted, vested, or paid to or administered by such persons or entities.
| This ‘10-K’ Filing | Date | Other Filings | ||
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| Filed on: | 3/28/24 | |||
| For Period end: | 2/3/24 | 5 | ||
| 12/1/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| 2/19/19 | ||||
| 2/17/15 | 4 | |||
| 2/1/15 | ||||
| List all Filings | ||||