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This excerpt taken from the FL DEF 14A filed Apr 17, 2007. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the following directors are independent under the rules of The New York Stock Exchange because they have no material or immaterial relationship to the Company that would impair their independence.
In making its decisions on independence, the Board of Directors considered the following relationships between the Company and organizations with which members of our Board are affiliated:
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the Company that, while OH&H provides him with an office and administrative support, the firm provided him with no remuneration in 2006. The Board has determined that Mr. Crawford is
independent because he received no direct compensation from OH&H, he is not an employee, equity partner, or manager of OH&H, and he is not involved in the provision of services to the Company. • Philip H. Geier Jr. is Vice Chairman of the Board of Trustees of the charitable organization Save the Children. Foot Locker contributed approximately $155,000 to Save the Children in 2006 through
the sale of certain merchandise in our stores. The Board has determined that this relationship is not material because Mr. Geier is not an executive officer of the organization, he received no benefit
from our contributions and, further, he had no participation or involvement in soliciting or approving Foot Locker’s contributions to Save the Children. • Matthew M. McKenna is an executive officer of PepsiCo, Inc. Our direct-to-customers business had an internet marketing arrangement with a division of PepsiCo and a third party in 2006. We
indirectly received from the PepsiCo division approximately $425,000 under this arrangement in 2006. The Board has determined that this relationship is immaterial and would not impair Mr.
McKenna’s independence because the amount involved is not material to either company and the marketing arrangement was in the ordinary course of business. • David Y. Schwartz is a non-employee director of Walgreen Co. Walgreen sold Foot Locker gift cards at various Walgreen store locations in the United States in 2006, and we received approximately
$759,000 from Walgreen through the sale of these gift cards. The Board has determined that this relationship is immaterial and would not impair Mr. Schwartz’s independence because Mr. Schwartz’s
relationship with Walgreen is solely as a non-employee director and he has no other interest or involvement in the transaction. • Dona D. Young is a non-employee director of Wachovia Corporation. The Company has banking relationships with Wachovia Corporation, including Wachovia Corporation’s being a member of the
bank group in the Company’s credit agreement, serving as the bank for certain depository and stores’ bank accounts, and participating in interest rate swaps and foreign exchange transactions. The
Board has determined that this relationship is immaterial and would not impair Mrs. Young’s independence because Mrs. Young’s relationship with Wachovia Corporation is solely as a non-employee
director of the Company, and she has no other interest or involvement in the Company’s transactions with the bank. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Matthew D. Serra is not independent because Mr. Serra is an
executive officer of the Company. The Board of Directors has determined that all members of the Audit Committee, the Compensation and Management Resources Committee and the Nominating and Corporate Governance
Committee are independent as defined under the listing standards of The New York Stock Exchange. This excerpt taken from the FL DEF 14A filed Apr 10, 2006. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the following directors, as well as the nominee for director, are independent under the rules of The New York Stock Exchange because they have no material or immaterial relationship to the Company that would impair their independence.
In making their decisions on independence, the Nominating and Corporate Governance Committee and the Board of Directors considered:
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The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Matthew D. Serra is not independent because Mr. Serra is an executive officer of the Company. The Board of Directors has determined that all members of the Audit Committee, the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee are independent as defined under the listing standards of The New York Stock Exchange. This excerpt taken from the FL DEF 14A filed Apr 8, 2005. Pursuant to the rules of the New York Stock Exchange, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that the following directors are independent because they have no material relationship to the Company other than their position as directors of the Company:
In making its decision on independence, the Board of Directors considered Purdy Crawford's position as counsel to the Toronto law firm of Osler, Hoskin & Harcourt LLP (“OH&H”), a firm that has provided legal services to the Company. Mr. Crawford has advised the Company that, while OH&H provides him with an office and administrative support, the firm provided him with no remuneration in 2004. The Board has determined that Mr. Crawford is independent because he received no direct compensation from OH&H, he is not an employee, equity partner, or manager of OH&H, and he is not involved in the provision of services to the Company. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee has determined that Matthew D. Serra and J. Carter Bacot are not independent because 8
Mr. Serra is an executive officer of the Company and Mr. Bacot received direct compensation from the Company in excess of $100,000 per year in his role as non-executive Chairman of the Board from March 2001 to January 2004. The Board of Directors has determined that all members of the Audit Committee, the Compensation and Management Resources Committee and the Nominating and Corporate Governance Committee are independent as defined under the listing standards of The New York Stock Exchange. | EXCERPTS ON THIS PAGE:
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