Proxy Blog

Foot Locker, Inc.

May 8, 2019

The annual proxy for this athletic footwear company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni for proforma proposals: 

  • Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation 
  • Auditors – There appear to be no controversies with the financial statements of the company. 
  • “Say-on-pay”  The proxy materials documented the shareholder engagement, including discussions about compensation. The peer group was listed, and the criteria were objective (i.e., “publicly-traded athletic footwear and apparel retailers and other specialty retail companies having revenues of approximately one-third to two and one-half times the Company’s revenue”).