Good morning, everyone, and welcome to Foot Locker, Inc's 2021 annual meeting of shareholders. I would like to introduce you to Dick Johnson, Chairman and CEO of Foot Locker. Mr. Chairman, you may begin. Thank you. Good morning, fellow shareholders. We will now come to order for Foot Locker's 2021 annual meeting. On behalf of the company's board and management, I want to welcome you. I'm joined this morning by Andrew Page, our recently appointed Executive Vice President and Chief Financial Officer. Andrew has a track record of successfully leading finance functions while optimizing enterprise growth, overseeing digital finance transformation, and driving strong financial and operational results. As we look toward the future and fulfilling our purpose to inspire and empower youth culture, Andrew's fresh perspective and experience will enhance our ability to deliver profitable growth for our shareholders. He's a great addition to our dynamic and diverse leadership team with keen insight and a vision on the market and our industry at large that complements our already high-performing operation. Also joined with me this morning are Sheilagh Clarke, Senior Vice President, General Counsel, and Secretary. James Lance, Vice President, Corporate Finance and Investor Relations, and Tom Tighe, who will act as the independent inspector of election. I will preside at this meeting, and Sheilagh will act as secretary. Please allow me to first acknowledge that 2020 was a remarkable year, not only because of the unique set of challenges it presented, a global pandemic and a growing movement for racial equality, but also because of our ability to bounce back and thrive. Many of our efforts in 2020 made us a stronger organization, allowing us to achieve success beyond what any of us imagined a year ago. We met the challenges of 2020 with resolve and agility as we quickly adapted our business to first weather the storm and then succeed in the new environment. Always, we put the safety of our customers and team members first by following guidelines from local, state, and federal governments and agencies. The strength of Foot Locker is in our people. I'm very proud of the way we've come together in the face of the COVID-19 pandemic in our stores, offices, distribution centers, and call centers to support our customers and one another. I want to thank every Foot Locker team member around the globe for their commitment to the business through this extraordinary year, as well as for their agility in adapting to their new work arrangements and overcoming the many obstacles we encountered in 2020. Our success last year also took a team of outstanding and innovative partners, including our world-class vendors, landlords, and many other important suppliers. I want to thank all our partners and look forward to deeper collaborations together. I'm also grateful to our board, whose guidance and ongoing support was invaluable as we navigated the events of 2020. Finally, I want to thank you, all of our shareholders. We truly appreciate your investment and the support you have shown the company. As we look ahead, we are optimistic about Foot Locker's future. However, COVID-19 remains a sobering reality, and we must all do our part to contain its spread. After carefully considering the public health and travel implications that a physical meeting would have imposed on our shareholders and team members, we decided to again hold this year's annual meeting virtually through a live audio webcast, as temporarily permitted under New York law. We have adopted a series of safeguards that we believe provide shareholders with the same rights and opportunities to participate in this virtual meeting that they would have had in an in-person meeting. We have established clear processes around submitting and responding to shareholder questions. The meeting procedures are available on the page. Turning back to this morning's agenda, we will first conduct the business of the meeting. A copy of the order of business is presented on our screen. Following the report on the voting results, the business portion of the meeting will conclude. I will then open up the meeting to Q&A. Beginning now through the end of the Q&A session, shareholders logged into the meeting website will be able to submit questions by typing them into the text box provided on the site. Please identify yourself along with your question or comment by including your name and affiliation, if any, and identifying yourself as a shareholder or as a proxy for a shareholder. Alternatively, please feel free to email your questions to our investor relations team at ir@footlocker.com following the annual meeting. We will follow up with you after the meeting. We plan to report the financial results for the first quarter, ended May 1st, before the U.S. markets open on Friday, May 21st. A conference call is scheduled for the same day at 9:00 A.M. Eastern Time, which will be webcast on the investor relations section of the Foot Locker corporate website, during which we will discuss these results and other items related to our business. I will not be making a formal management presentation today. Shareholders attending this virtual meeting may vote their shares online beginning now through the closing of the polls. By logging into the meeting website as a shareholder and clicking the Vote Here button on their screen. If you have previously voted by proxy, telephone, scanning, internet, or app, and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. Submission of a vote now revokes your prior proxy. I'd like to introduce the other directors who are participating in today's meeting. Dona Young, our Independent Lead Director, Maxine Clark, Alan Feldman, Guillermo Marmol, Matthew McKenna, Darlene Nicosia, Steve Oakland, Ulice Payne Jr., Kimberly Underhill, and Tristan Walker. Each of the directors, other than Maxine Clark, is standing for re-election today for a one-year term ending at the 2022 annual meeting. I would like to recognize Maxine Clark, who is retiring following today's meeting after serving on our board for eight years. Maxine's extensive retail and brand marketing experience has been an invaluable source of insights, and I can say for the board and myself that she will truly be missed. Finally, I would like to introduce Harry Cohen of KPMG. KPMG is the independent public accounting firm that audits the company's financial statements. They have no formal statement today. However, Harry will be available during the Q&A period to respond to appropriate questions from shareholders. Copies of the notice of the 2021 annual meeting of shareholders and proxy statement and 2020 annual report were made available to all shareholders beginning April 8th. The transfer agent has certified a list of names, addresses, and the holdings of shareholders of record entitled to vote at this meeting. We have a quorum. Accordingly, the meeting is duly constituted, and we may now proceed with the business of the meeting. In the interest of time, we will waive the reading of the minutes of last year's annual meeting. We have three proposals on today's agenda. Detailed information concerning each of these items is contained in the proxy statement furnished in connection with this meeting. These proposals are the election of 10 directors to the board, an advisory vote to approve executive compensation, and the ratification of the appointment of KPMG as our independent registered public accounting firm. The proxies received by the company, unless otherwise specified, will be voted in accordance with the board's recommendations for the election of each of the nominees for director and for both of the other proposals. The floor is now open for shareholder questions or comments regarding the three proposals. I ask that your questions and comments at this time be limited solely to the three proposals being considered. We will have time following the business of the meeting for general Q&A. If you have a question, please enter it in the text box indicated on the meeting website now, and we will address your question. As a reminder, shareholders may also vote their shares online now through the closing of the polls by logging into the meeting website as a shareholder and clicking the Vote Here button on the screen. Mr. Chairman, at this time, there are no questions. Let's give shareholders a moment to ask any questions. First question, Mr. Chairman. Good morning, Mr. Chairman. My name is Gerald from the United Brotherhood of Carpenters. The Carpenter funds hold a total of 122,800 shares of the company stock. We believe that the company's executive compensation plan should be designed primarily to drive the successful execution of the Board's long-term strategic business plan. Today's public executive compensation plans are largely formulaic, peer-related plans with simplistic annual say on pay voting, reinforcing plan homogeneity. Would you or the Chair of the Compensation Committee speak to whether Foot Locker might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan? Thank you. Thanks for the question, Jim. We believe that we do have a compensation plan that is tailored after our long-term strategic imperatives. We have a multiple-tiered compensation plan, one that has an annual plan that our Comp Committee and our Board look at annually, then we have a long-term plan that is tied very much to our strategic imperatives. While we certainly use peer group analysis, the Board and the Comp Committee uses an outside consultant to work with them on the comp plans. We absolutely believe that compensation-wise, we are aligned with our long-term business plans. Thank you for the question. Okay. That ends that portion, Mr. Chairman. Thanks, Jim. That concludes the presentation of the items of business that you've been asked to vote on at today's meeting. The polls are now closed. I have received the preliminary voting results from Tom Tighe, the independent inspector of election. Based on the proxies received as of the opening of the polls at today's meeting, the preliminary voting results are as follows. First, each of the 10 director nominees has been duly elected. Second, the compensation of our named executive officers has been approved by advisory vote. Third, the appointment of KPMG as our independent auditor for 2021 has been ratified. All votes are subject to final count certified by the inspector of election. We will report the final vote results on a Form 8-K to be filed with the SEC within four business days of today's meeting. If there is no further business to come before the meeting, the formal meeting is adjourned. Because there is no formal management presentation, the floor is now open for general questions or comments from shareholders. My comments in response to your questions or comments may contain forward-looking statements which reflect our current views of future events and the company's financial performance. Please see the disclosure statement on your screen regarding these forward-looking statements. More details can be found in our recently filed Form 10-K. I will now turn the meeting over to James Lance to begin the question and answer session. Jim? Mr. Chairman, we have our first question. Mr. Chairman, Gerald Matthews again from the United Brotherhood of Carpenters. The topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenter funds appreciate the fullness embodied in the stakeholder capitalism perspective but feel that it's complicated. Could you discuss the board's perspective on the concept of stakeholder capitalism, and what principles the board would use to balance the interest of various stakeholders as it develops and implements the company's long-term business strategy? Thank you. Thank you, Jim, and thank you, Mr. Matthews, for the additional question. Certainly, the execution of stakeholder capitalism is a complex thing. Myself, our board, and our company believe that all of the stakeholders in our business, from our shareholders to our employees to our partners need to be balanced, and our work is designed to do just that. We will make the right long-term decisions. We will set the strategy from a long-term point of view to make sure that stakeholders are rewarded. Likewise, we will manage the business day to day with all stakeholder groups in mind. There's a long history of our company responding to all of our stakeholders. I think the stakeholder capitalism that you mentioned is now a little bit under a magnifying glass. We will do our best to make sure that all of our stakeholders are represented around our table as we continue to develop our long-term strategies. With that, Mr. Chairman, that concludes all shareholder questions that we have received. Thanks, Jim, and thank you to all of our shareholders for participating in today's virtual meeting. Before we break, I'd like to express my confidence that our learnings and achievements in 2020 will now guide us into the future as a smarter and more agile company as we unlock new and exciting ways to inspire and empower youth culture. Please stay safe in the coming days and months as we all do our part to get through the pandemic. This concludes our meeting. The 2021 Foot Locker annual meeting of shareholders has come to an end. Thank you for attending. You may now disconnect.
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