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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
14: EX-101.DEF XBRL Definitions -- fl-20240203_def XML 2.12M
15: EX-101.LAB XBRL Labels -- fl-20240203_lab XML 1.71M
16: EX-101.PRE XBRL Presentations -- fl-20240203_pre XML 2.21M
12: EX-101.SCH XBRL Schema -- fl-20240203 XSD 326K
138: JSON XBRL Instance as JSON Data -- MetaLinks 710± 1.18M
139: ZIP XBRL Zipped Folder -- 0001437749-24-009866-xbrl Zip 615K
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
The following description of the common stock of Foot Locker, Inc. (“Foot Locker,” the “Company,” “we,” “us” and “our”) is based on our Certificate of Incorporation, as amended (our “Certificate of Incorporation”) and our Bylaws (our “Bylaws”). This description is summarized from, and qualified in its entirety by reference to the New York Business Corporation Law and the complete text of our Certificate of Incorporation and our Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to our Annual Report on Form 10-K.
DESCRIPTION OF COMMON STOCK
Authorized Shares of Capital Stock
Our authorized capital stock consists of:
|
● |
500,000,000 shares of common stock, $0.01 par value per share; and |
|
● |
7,000,000 shares of preferred stock, $1.00 par value per share. |
Voting Rights
The holders of our common stock are entitled to one vote for each share of stock held by such shareholder which has voting power upon the matter in question, including the election of directors. Except as otherwise provided by law, our Certificate of Incorporation or our Bylaws, matters will generally be decided by the holders of a majority of shares entitled to vote thereon. Our Bylaws provide that directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Corporate Governance Guidelines provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender their resignation for consideration by the Nominating and Corporate Responsibility Committee. The Nominating and Corporate Responsibility Committee will make a recommendation to the Board of Directors (“Board”) whether to accept or reject the resignation, or whether other action should be taken. The director who tenders their resignation will not participate in the Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Corporate Responsibility Committee will consider all factors that it deems relevant. Following such determination, the Company will promptly disclose publicly the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.
Dividends
Subject to preferences that may apply to any preferred stock outstanding, holders of common stock are entitled to receive dividends out of assets legally available at the time and in the amounts that the Board may determine from time to time.
Liquidation Rights
In the event of a liquidation, dissolution or winding-up of Foot Locker, the holders of common stock are entitled to share equally and ratably in the assets of Foot Locker, if any, remaining after the payment of all debts and liabilities of Foot Locker and the liquidation preference of any outstanding preferred stock.
Other Rights and Preferences
Our common stock has no sinking fund, redemption provisions, or preemptive, conversion, or exchange rights.
Listing
Our common stock is listed on The New York Stock Exchange under the trading symbol “FL.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Shareholder Services.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS
OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Certain Effects of Authorized but Unissued Stock
Our Board may create and issue series of preferred stock with rights, privileges, or restrictions, having the effect of discriminating against an existing or prospective holder of such securities as a result of such security holder beneficially owning or commencing a tender offer for a substantial amount of common stock. One of the effects of authorized but unissued and unreserved shares of capital stock may be to render more difficult or discourage an attempt by a potential acquiror to obtain control of Foot Locker by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of Foot Locker’s management.
Advance Notice for Shareholder Proposals and Nominations
Our Bylaws contain advance notice provisions with respect to shareholder nominations of candidates for election as directors and any other business that the shareholder intends to bring at a meeting of shareholders.
No Cumulative Voting
Our Bylaws do not provide for cumulative voting in the election of directors. The absence of cumulative voting may make it more difficult for shareholders owning less than a majority of our common stock to elect any directors to our Board.
Power of Shareholders to Call Special Shareholders Meeting
Our Bylaws provide that special meetings of shareholders may be called only by the Chair of our Board, the Chief Executive Officer, a Vice Chairman of the Board, the President or our Board pursuant to a resolution adopted by a majority of the total number of authorized directors.
Anti-Greenmail Provision
Our Certificate of Incorporation includes an “anti-greenmail” provision that prohibits us from repurchasing any shares of our capital stock at a price above the fair market value of such shares at the time of such repurchase from an Interested Shareholder (defined as any person, with certain exceptions, who is, or who has announced or publicly disclosed a plan or intention to become, a beneficial owner of five percent or more of our voting stock) or certain related parties who have not beneficially owned all of their shares for at least two years, unless such repurchase is approved by a majority vote of shareholders other than such Interested Shareholder and related parties.