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    Foot Locker Inc. filed SEC Form 8-K: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

    5/9/25 4:15:24 PM ET
    $FL
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Get the next $FL alert in real time by email
    false 0000850209 0000850209 2025-05-06 2025-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

     

    Date of report (Date of earliest event reported): May 6, 2025

     

    Foot Locker, Inc.

    (Exact name of registrant as specified in charter)

     

    New York 1-10299 13-3513936
    (State or other jurisdiction
    of incorporation)

    (Commission

    File Number)

    (IRS Employer
    Identification No.)

     

    330 West 34th Street, New York, New York

    (Address of principal executive offices)

    10001

    (Zip Code)

       

    Registrant’s telephone number, including area code: (212) 720-3700

     

    N/A

    (Former name or former address, if changed since last report.)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

     

    Trading Symbol(s)

     

     

    Name of each exchange on

    which registered 

    Common Stock, par value $0.01 per share   FL   New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

     

     

    Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

     

    On May 6, 2025, Foot Locker, Inc. (the “Company”) adopted an updated and revised Code of Business Conduct (the “Code”) as part of its periodic review process. This Code applies to all directors, officers and employees of the Company and its subsidiaries. The updates and revisions to the Code, among other things: (i) clarify and revise provisions relating to conflicts of interest, confidential information, competition, preventing bribery and corruption and the Company’s speak up helpline and (ii) make other non-substantive administrative, stylistic and typographical changes.

     

    The summary description of these updates and revisions to the Code included in the current report on Form 8-K is qualified in its entirety by reference to the full text of the Code, as amended, which can be found on the Company’s corporate website at www.footlocker-inc.com under “Investor Relations – Corporate Governance.” The contents on the Company’s website are not incorporated by reference in this report.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      FOOT LOCKER, INC.  
       
    Date: May 9, 2025 By: /s/ Jennifer L. Kraft
        Name: Jennifer L. Kraft
        Title: Executive Vice President and General Counsel

     

     

     

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