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4-Traders Homepage  >  Equities  >  Nyse  >  Foot Locker, Inc.    FL

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FOOT LOCKER, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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03/24/2017 | 09:04pm CET

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




(e)     (1)     Establishment of Performance Goals.


(i) On March 22, 2017, the Compensation and Management Resources Committee (the "Compensation Committee") of the Board of Directors of Foot Locker, Inc. (the "Company") established the performance goals for the 2017 fiscal year under the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated (the "Annual Bonus Plan"). The goals for the executives are based on the Company's pre-tax income. Under the Annual Bonus Plan, the amount that would be paid to the executives if the performance goals are met is based on a percentage of their annual base salaries earned for the plan year. The Compensation Committee established individual target awards under this plan for the executives who will be included as named executive officers ("NEOs") in the Company's 2017 proxy statement. The percentage of annual base salary payable at threshold, target, and maximum for each executive is shown in the table below.



                                   Percent of Annual Base Salary
Name                  Threshold Payout      Target Payout     Maximum Payout
Richard A. Johnson              37.5 %              150 %              300 %
Lauren B. Peters               18.75 %               75 %              150 %
Stephen D. Jacobs                 25 %              100 %              200 %
Lewis P. Kimble                18.75 %               75 %              150 %
Paulette R. Alviti              12.5 %               50 %              100 %



(ii) On March 22, 2017, the Compensation Committee established long-term incentive compensation performance goals for the 2017-18 performance period based on a combination of the Company's two-year average after-tax income and return-on-invested capital. Provided the performance goals are achieved, the payout structure of the executives' long-term awards is as follows: (a) for Mr. Johnson, 100% of the award would be payable in restricted stock units ("RSUs") under the 2007 Stock Incentive Plan (the "Stock Incentive Plan"), and (b) for each of the other NEOs, 75% of the award would be payable in RSUs under the Stock Incentive Plan and 25% of the award would be payable in cash under the Long-Term Incentive Compensation Plan. Both the RSU portion and the cash portion of any earned awards would be subject to a time-based, one-year vesting period following the end of the performance period before payout to the executives. The Compensation Committee established individual long-term target awards for the NEOs. Individual long-term target awards are expressed as a percentage of the executive's annual base salary as approved by the Compensation Committee on March 22, 2017. The percentages shown in the table below represent the percent of the 2017 annual base salary that would be paid to such NEOs in RSUs and cash, as applicable, if the established goals are achieved.



                                   Percent of Annual Base Salary
Name                  Threshold Payout      Target Payout     Maximum Payout
Richard A. Johnson              62.5 %              250 %              500 %
Lauren B. Peters                  25 %              100 %              200 %
Stephen D. Jacobs                 25 %              100 %              200 %
Lewis P. Kimble                18.75 %               75 %              150 %
Paulette R. Alviti             18.75 %               75 %              150 %






The threshold, target, and maximum number of RSUs for each executive was calculated on March 22, 2017 on the basis of that day's closing stock price. The actual number of RSUs awarded will be based on the Company's performance compared to targets. The value of the RSUs received by an executive will depend upon the Company's stock price on the payment date.

(2) Stock Option Awards. On March 22, 2017, the Compensation Committee granted stock options under the Stock Incentive Plan to the NEOs. The options will vest in three equal installments on March 22, 2018, March 22, 2019, and March 22, 2020. The options were granted at an exercise price of $72.83 per share, which was 100% of the fair market value (closing price) of a share of the Company's common stock, par value $0.01 per share, on the date of grant.



Name                   Number of Shares
Richard A. Johnson            141,207
Lauren B. Peters               32,093
Stephen D. Jacobs              32,093
Lewis P. Kimble                28,884
Paulette R. Alviti             14,442




(3)     Annual Base Salaries. The Compensation Committee made no changes to the
annual base salaries of the NEOs. The NEOs' salaries are shown in the table
below.



Name                               Position                  Base Salary
Richard A. Johnson   President and Chief Executive Officer   $  1,100,000
Lauren B. Peters         Executive Vice President and             675,000
                            Chief Financial Officer
Stephen D. Jacobs        Executive Vice President and             850,000
                     Chief Executive Officer-North America
Lewis P. Kimble          Executive Vice President and             650,000
                     Chief Executive Officer-International
Paulette R. Alviti         Senior Vice President and              490,000
                         Chief Human Resources Officer



(4) Amendment to Annual Bonus Plan. On March 22, 2017, the Board of Directors of the Company approved an Amendment to Section 6(c)(2) of the Annual Bonus Plan. The NEOs, as well as other officers and key employees of the Company, participate in this plan. The amendment increases the limit on payouts to any Covered Employee (as defined in the plan) for any plan year from $3 million to $6 million. The plan amendment will be considered for approval by shareholders at the Company's 2017 Annual Shareholders' Meeting. A copy of the Annual Bonus Plan, as proposed to be amended, is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety.

Item 9.01. Financial Statements and Exhibits.




 (d) Exhibits.




Exhibit No. Description

10.1 Foot Locker Annual Incentive Compensation Plan, as Amended and Restated

© Edgar Online, source Glimpses

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Financials ($)
Sales 2018 8 191 M
EBIT 2018 1 071 M
Net income 2018 698 M
Finance 2018 841 M
Yield 2018 1,62%
P/E ratio 2018 13,62
P/E ratio 2019 12,57
EV / Sales 2018 1,07x
EV / Sales 2019 1,05x
Capitalization 9 644 M
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Mean consensus OUTPERFORM
Number of Analysts 23
Average target price 82,7 $
Spread / Average Target 14%
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Managers
NameTitle
Richard A. Johnson Chairman, President & Chief Executive Officer
Lauren B. Peters Chief Financial Officer & Executive Vice President
Pawan Verma Chief Information Officer & Senior Vice President
Jarobin Gilbert Independent Director
Cheryl Nido Turpin Independent Director
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