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This excerpt taken from the FL DEF 14A filed Apr 9, 2009. PROPOSAL 1: Our Certificate of Incorporation provides that the Board of Directors be divided into three classes serving staggered three-year terms, each class to be as nearly equal in number as the other two. The terms of the four directors constituting Class III expire at the 2009 annual meeting. Alan D. Feldman, Jarobin Gilbert Jr., and David Y. Schwartz will be considered for election as directors in Class III, to serve for three-year terms expiring at the annual meeting in 2012. In order to make the classes equal in number, Cheryl Nido Turpin, who has been a director of the Company since 2001, will be considered for election as a director in Class II, to hold office for a two-year term expiring at the annual meeting in 2011. Each nominee has been nominated by the Board of Directors for election and has consented to serve. All of the nominees were elected to serve for their present terms at the 2006 annual meeting. The five remaining directors will continue in office until the expiration of their terms at the 2010 or 2011 annual meeting. If, prior to the annual meeting, any nominee is not able to serve, then the persons designated as proxies for this meeting (Gary M. Bahler, Robert W. McHugh and Matthew D. Serra) will have full discretion to vote for another person to serve as a director in place of that nominee. Under the retirement policy for directors, which is described on Page 9, Mr. Preston would be required to retire from the Board following the 2009 Annual Meeting because he has reached age 75. Mr. Preston, who was elected to a three-year term ending in 2010, currently serves as the lead director. Last year, on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors waived the retirement policy for Mr. Preston and provided that the Board would review the waiver prior to the 2009 annual meeting of shareholders. This year, the Board reviewed the waiver for Mr. Preston and, upon the recommendation of the Nominating and Corporate Governance Committee, approved a continuation of the waiver so that Mr. Preston may continue to serve on the Board and as lead director. Mr. Preston did not participate in the deliberations or decisions of either the Board or the committee on this matter. Biographical information follows for the four nominees and for each of the five other directors of the Company whose terms will continue after the 2009 annual meeting. The ages shown are as of April 9, 2009. There are no family relationships among the directors or executive officers of the Company.
This excerpt taken from the FL DEF 14A filed Apr 17, 2007. PROPOSAL 1 Foot Locker’s Certificate of Incorporation provides that the Board of Directors be divided into three classes serving staggered three-year terms, each class to be as nearly equal in number as the other two. The terms of the four directors constituting Class I expire at the 2007 annual meeting upon the election and qualification of their successors. The Board has established a retirement policy for directors, which is described on Page 8. In accordance with this policy, Purdy Crawford and Philip H. Geier Jr. will retire as directors at the conclusion of the 2007 annual meeting. The Nominating and Corporate Governance Committee has asked Mr. Preston, who otherwise would have resigned from the Board at this annual meeting under our retirement policy, to continue serving as a director. The Board has fixed the number of directors at 10 effective May 30, 2007, following the retirement of Mr. Crawford and Mr. Geier at this annual meeting. James E. Preston, Matthew D. Serra, and Dona D. Young will be considered for election as directors in Class I, each to hold office for a three-year term expiring at the annual meeting in 2010. Solely to make the classes as nearly equal as possible, Christopher A. Sinclair, who has been a director of the Company since 1995, will be considered for election as a director in Class II, to hold office for a one-year term expiring at the annual meeting in 2008. Each nominee has been nominated by the Board of Directors for election and has consented to serve for the specified term. All of the nominees were elected to serve for their present terms at the 2004 annual meeting. The six remaining directors will continue in office, in accordance with their previous elections, until the expiration of their terms at the 2008 or 2009 annual meeting. If, prior to the annual meeting, any of the four nominees becomes unable to serve as a director for any reason, the persons designated as proxies on the enclosed proxy card will have full discretion to vote the shares represented by proxies held by them for another person to serve as a director in place of that nominee. Biographical information follows for the four nominees and for each of the six other directors of the Company whose present terms as directors will continue after the 2007 annual meeting. There are no family relationships among the directors or executive officers of the Company.
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