Foot Locker 8-K 2008
Date of Report (Date of earliest event reported): November 19, 2008
Foot Locker, Inc.
Registrants telephone number, including area code: 212-720-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
(A) At its meeting on November 19, 2008, the Board of Directors of Foot Locker, Inc. (the Company) approved amendments to Article I, Section 13 and Article II, Section 2 of the Companys By-Laws, which amendments are effective immediately. A copy of the By-laws, as amended, is attached hereto as Exhibit 3.1, which in its entirety is incorporated herein by reference. The following is a description of the amendments:
(1) Article I, Section 13 of the By-Laws has been amended to (i) explicitly provide that this section shall be the exclusive means for shareholders to submit other business before an annual meeting of shareholders (other than nominations for directors, which are discussed in paragraph (2) below, and shareholder proposals properly brought under Rule 14a-8 of the Securities Exchange Act of 1934, as amended); (ii) require disclosure regarding the name and record address of the shareholder proposing such business and the beneficial owner, if any, of the shares of Companys securities; and (iii) expand the required disclosure regarding the shareholder making such proposal and any beneficial owner to include, among other things, Derivative Instruments and rights to vote any shares of the Companys securities.
(2) Article II, Section 2 of the By-Laws has been amended to (i) explicitly provide that only persons who are nominated in accordance with this section shall be eligible for election as directors of the Company at a meeting of shareholders; (ii) expand the required disclosure with regard to proposed nominees for directors submitted by shareholders to include, among other things, the number of shares owned by such person in the Company, the name of each nominee holder of shares, if any, and whether any Derivative Instruments have been entered into by or on behalf of the proposed director nominee; and (iii) expand the required disclosure with regard to the shareholder proposing the nominee for director to include, among other things, any Derivative Instruments and a description of all agreements and arrangements between the shareholder proposing the nominee for director, the beneficial owner, if any, and each proposed nominee pursuant to which the nomination is to be made by such shareholder.
(3) The By-Laws continue to provide that a shareholder who wishes to submit a proposal under the advance notice by-laws specified in Article 1, Section 13, and Article II, Section 2, must provide notice to the Company not less than 90 days or more than 120 days before the first anniversary of the prior years annual meeting date.
(B) At its meeting on November 19, 2008, the Board of Directors also approved, subject to shareholder approval, an amendment to Article II, Section 1 of the By-Laws, which would set the range of directors at between 7 to 13, a reduction from the current range of 9 to 17, with the exact number within the range to be determined by the entire Board of Directors from time to time. The Company intends to propose this by-law amendment for approval by shareholders at the Companys 2009 annual meeting of shareholders. Accordingly, no amendment to Article II, Section 1 of the By-Laws is effective until approved by shareholders.
3.1 By-laws of Foot Locker, Inc., as amended
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.