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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 23, 2020, the Board of Directors of Foot Locker, Inc. (the "Company") elected Darlene Nicosia and Tristan Walker as directors of the Company, effective February 2, 2020, to serve until the 2020 Annual Meeting of Shareholders. In connection with the election of Ms. Nicosia and Mr. Walker, the Board increased the total number of directors to 12, effective February 2, 2020. The Board appointed Ms. Nicosia to the Audit Committee and to the Compensation and Management Resources Committee and Mr. Walker to the Finance and Investment Oversight Committee and the Nominating and Corporate Governance Committee, effective February 2, 2020.

The Board has determined that Ms. Nicosia and Mr. Walker are both independent under the New York Stock Exchange listing standards because they have no material relationship to the Company that would impair their independence.

As nonemployee directors of the Company, Ms. Nicosia and Mr. Walker will receive the same compensation as the other nonemployee members of the Board. The information required by Item 5.02(d)(5) of Form 8-K regarding Ms. Nicosia and Mr. Walker is contained in the Company's Proxy Statement for the 2019 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission on April 12, 2019 and is incorporated herein by reference, except that beginning January 1, 2020, the annual retainer has been increased to $150,000 payable 50% in cash and 50% in common stock.

On January 27, 2020, the Company issued a press release announcing the election of Ms. Nicosia and Mr. Walker to the Board. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d)           Exhibits.

Exhibit No.   Description

99.1 Press Release, dated January 27, 2020, issued by Foot Locker, Inc.

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