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Foot Locker, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Foot Locker, Inc.’s Form 8-K, filed 2025-08-22 (Item 5.07 on EDGAR). Page generated 02 October 2026.

10Reported items
335Asset managers
1,087Fund votes
2025-08-22Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Foot Locker, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Foot Locker, Inc.

These tallies are Foot Locker, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-08-22 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Foot Locker, Inc. — official shareholder meeting results, meeting held 2025-08-22
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Proposal 3: A proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the " Adjournment Proposal ").	67,070,387	144,939	5,877,075	--	--	Majority: yes
Proposal 2: A proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Foot Locker's named executive officers that is based on or otherwise relates to the Merger (the " Merger-Related Compensation Proposal "	63,600,530	9,259,520	232,351	--	--	Majority: yes
Proposal 3 - The Adjournment Proposal	64,468,214	8,549,479	74,708	--	--	Majority: yes

Source: Foot Locker, Inc., Form 8-K, filed with the SEC on 2025-08-22 — read the filing on EDGAR.

How asset managers voted at the Foot Locker, Inc. 2025-2026 meeting

Each item below shows how the 335 asset managers that disclosed a Foot Locker, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Foot Locker, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Proposal 2 - The Merger-Related Compensation Proposal: To Approve On An Advisory (Non-Binding) Basis The Compensation That May Be Paid Or Become Payable To Foot Locker's Named Executive Officers That Is Based On Or Otherwise Relates To The Merger.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 15 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

FOR: 63,600,530AGAINST: 9,259,520

Foot Locker, Inc.’s own tally for this item (“Proposal 2: A proposal to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Foot Locker's named executive officers that is based on or otherwise relates to the Merger (the ”): 63,600,530 for, 9,259,520 against, per its Form 8-K filed 2025-08-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 324 asset managers below cast 92% of the shares they voted on this item FOR (55,694,553 for, 4,641,951 against).

FOR 87%7%

FOR: 55,694,553 (87.3%)AGAINST: 4,641,951 (7.3%)ABSTAIN: 3,432,704 (5.4%)NOT VOTED: 9,863 (0.0%)

Largest asset managers voting on “Proposal 2 - The Merger-Related Compensation Proposal: To Approve On An Advisory (Non-Binding) Basis The Compe” at Foot Locker, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
BlackRock	11,473,612	0	0	For
Vanguard	10,058,653	9,608	0	For
American Century	0	3,979,003	0	Against
Vesa Equity Investment S.a r.l.	0	0	3,327,979	Abstain
Charles Schwab	2,414,511	0	0	For
State Street	2,189,390	1,337	0	For
Fidelity	2,029,519	0	0	For
OAK RIDGE INVESTMENTS LLC	1,940,636	0	0	For
Pentwater Capital Management LP	1,940,636	0	0	For
TIG Advisors, LLC	1,293,960	0	0	For
Invesco	1,235,796	0	0	For
Citadel	1,159,261	0	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	982,938	0	0	For
AQR	959,823	0	0	For
P SCHOENFELD ASSET MANAGEMENT LP	873,806	0	0	For
WATER ISLAND CAPITAL LLC	776,040	0	0	For
Northern Trust	703,355	0	0	For
CAPSTONE INVESTMENT ADVISORS, LLC	700,000	0	0	For
Dimensional	653,431	0	0	For
AllianceBernstein	631,020	0	0	For
Sand Grove Capital Management LLP	596,685	0	0	For
GLAZER CAPITAL, LLC	576,673	0	0	For
Man Group plc	575,751	0	0	For
ARBITRAGE FUNDS	569,374	0	0	For
Gabelli	549,500	0	0	For

Showing the 25 largest of 324 asset managers. See all 324 in the interactive database.

2. Proposal 3 - The Adjournment Proposal: To Approve The Adjournment Of The Special Meeting, If Necessary, To Solicit Additional Proxies If There Are Not Sufficient Votes To Approve The Merger Agreement Proposal.

CORPORATE GOVERNANCE

Combines 3 wordings of this item as funds reported it.

97% fund support · no official result

FOR 97%

The 74 asset managers below cast 97% of the shares they voted on this item FOR (26,964,975 for, 802,965 against).

FOR: 26,964,975 (97.1%)AGAINST: 802,965 (2.9%)ABSTAIN: 4,430 (0.0%)

Largest asset managers voting on “Proposal 3 - The Adjournment Proposal: To Approve The Adjournment Of The Special Meeting, If Necessary, To Sol” at Foot Locker, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	9,749,509	17	For
BlackRock	9,030,876	0	For
American Century	1,957,201	0	For
Charles Schwab	1,155,822	0	For
State Street	1,841	676,823	Against
Invesco	594,364	0	For
ARBITRAGE FUNDS	569,374	0	For
Fidelity	489,231	0	For
Dimensional	404,792	0	For
Investment Managers Series Trust II	326,627	0	For
Jackson National	216,669	0	For
Equitable	209,834	0	For
New York Life	199,364	0	For
TIAA	197,932	0	For
First Trust	191,112	0	For
ALTSHARES TRUST	173,260	0	For
Columbia Threadneedle	156,442	0	For
QUANTITATIVE MASTER SERIES LLC	146,347	0	For
PIMCO	114,671	0	For
Bridge Builder Trust	109,034	0	For
Investment Managers Series Trust	89,844	0	For
Principal	84,308	0	For
Lincoln Financial	9,684	65,600	Against
Pacific Life	73,979	0	For
Thrivent	61,293	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

3. Proposal 1 - The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of May 15, 2025 (such agreement, as it may be amended from time to time, we refer to as the "merger agreement"), by and among Foot Locker, DICK'S Sporting Goods, Inc. (which we refer to as "DICK'S Sporting Goods") and RJS Sub LLC, a New York limited liability company and a direct wholly owned subsidiary

EXTRAORDINARY TRANSACTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 42 asset managers below cast 100% of the shares they voted on this item FOR (15,967,786 for, 0 against).

FOR: 15,967,786 (100.0%)

Largest asset managers voting on “Proposal 1 - The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of May 15, 202” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
Vanguard	9,730,755	For
American Century	1,957,201	For
State Street	678,664	For
Invesco	594,364	For
Fidelity	489,231	For
Dimensional	404,792	For
Investment Managers Series Trust II	326,627	For
Equitable	209,834	For
New York Life	199,364	For
TIAA	197,932	For
First Trust	191,112	For
Columbia Threadneedle	156,442	For
PIMCO	114,671	For
Principal	84,308	For
Lincoln Financial	75,284	For
Pacific Life	73,979	For
Thrivent	61,293	For
ProShares	52,517	For
Northern Trust	45,802	For
AIG/SunAmerica	45,202	For
Catholic Responsible Investments Funds	35,047	For
Brighthouse	32,740	For
Northwestern Mutual	29,513	For
Voya	29,303	For
Nationwide	23,694	For

Showing the 25 largest of 42 asset managers. See all 42 in the interactive database.

4. The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of May 15, 2025 (such agreement, as it may be amended from time to time, we refer to as the "merger agreement"), by and among Foot Locker, Inc. (which we refer to as "Foot Locker"), DICK'S Sporting Goods, Inc. (which we refer to as "DICK'S Sporting Goods") and RUS Sub LLC, a New York limited liability company and a

CORPORATE GOVERNANCE

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.8%

The 21 asset managers below cast 100% of the shares they voted on this item FOR (10,403,381 for, 0 against).

FOR: 10,403,381 (99.9%)ABSTAIN: 14,824 (0.1%)

Largest asset managers voting on “The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of May 15, 2025 (such agree” at Foot Locker, Inc., 2025-2026
Asset manager	For	Abstain	Vote
BlackRock	9,030,876	0	For
ARBITRAGE FUNDS	569,374	0	For
Jackson National	216,669	0	For
ALTSHARES TRUST	173,260	0	For
QUANTITATIVE MASTER SERIES LLC	146,347	0	For
Bridge Builder Trust	109,034	0	For
John Hancock	36,467	0	For
Morningstar Funds Trust	33,406	0	For
Allianz	28,580	0	For
MASTER INVESTMENT PORTFOLIO	20,909	0	For
GDL FUND	15,000	0	For
EA Series Trust	0	14,824	Abstain
TRUST FOR PROFESSIONAL MANAGERS	7,392	0	For
Comstock Funds, Inc.	5,500	0	For
NORTHERN LIGHTS FUND TRUST II	4,946	0	For
GREEN CENTURY FUNDS	2,330	0	For
Tidal Trust III	1,530	0	For
GPS Funds I	643	0	For
WILSHIRE MUTUAL FUNDS INC	475	0	For
Innovator ETFs Trust	440	0	For
Harbor ETF Trust	203	0	For

5. Proposal 1 - The Merger Agreement Proposal: To Adopt The Agreement And Plan Of Merger, Dated As Of May 15, 2025, By And Among Foot Locker, Inc. (Foot Locker), Dick S Sporting Goods, Inc. ("Dick S Sporting Goods") And Rjs Sub Llc, And A Direct Wholly Owned Subsidiary Of Dick S Sporting Goods ("Merger Sub"), Pursuant To Which, Upon The Terms And Subject To The Conditions Of The Merger Agreement, Mer

EXTRAORDINARY TRANSACTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 10 asset managers below cast 100% of the shares they voted on this item FOR (1,251,087 for, 0 against).

FOR: 1,251,087 (100.0%)

Largest asset managers voting on “Proposal 1 - The Merger Agreement Proposal: To Adopt The Agreement And Plan Of Merger, Dated As Of May 15, 202” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
Charles Schwab	1,155,822	For
Global X	46,921	For
Russell Investments	15,254	For
SEI	11,400	For
Vanguard	9,042	For
Brighthouse	4,430	For
Prudential/PGIM	3,750	For
Nationwide	1,736	For
DoubleLine ETF Trust	1,424	For
NEW COVENANT FUNDS	1,308	For

6. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 6 asset managers below cast 100% of the shares they voted on this item FOR (518,002 for, 0 against).

FOR: 518,002 (100.0%)

Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
Taconic Capital Advisors LP	338,080	For
Birnam Oak Advisors, LP	85,665	For
Empower	60,175	For
JPMorgan	28,228	For
CLEARWATER INVESTMENT TRUST	3,500	For
NORDEA INVESTMENT MANAGEMENT AB	2,354	For

7. Adjourn Meeting

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (91,903 for, 0 against).

FOR: 91,903 (100.0%)

Largest asset managers voting on “Adjourn Meeting” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
Empower	60,175	For
JPMorgan	28,228	For
CLEARWATER INVESTMENT TRUST	3,500	For

8. Approve Merger Agreement

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (91,903 for, 0 against).

FOR: 91,903 (100.0%)

Largest asset managers voting on “Approve Merger Agreement” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
Empower	60,175	For
JPMorgan	28,228	For
CLEARWATER INVESTMENT TRUST	3,500	For

9. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2025, BY AND AMONG FOOT LOCKER, INC. (FOOT LOCKER&QUOT), DICK'S SPORTING GOODS, INC. (&QUOTDICK'S SPORTING GOODS&QUOT) AND RJS SUB LLC, AND A DIRECT WHOLLY OWNED SUBSIDIARY OF DICK'S SPORTING GOODS (&QUOTMERGER SUB&QUOT), PURSUANT TO WHICH, UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE MERGER AGREEMENT, MERGER SUB WILL MERGE WITH

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (25,646 for, 0 against).

FOR: 25,646 (100.0%)

Largest asset managers voting on “TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 15, 2025, BY AND AMONG FOOT LOCKER, INC. (FOOT LOCK” at Foot Locker, Inc., 2025-2026
Asset manager	For	Vote
TIMOTHY PLAN	25,219	For
Advisors' Inner Circle Fund III	418	For
RBB Fund Trust	9	For

10. To adopt the Agreement and Plan of Merger, dated as of May 15, 2025, by and among Foot Locker, Inc. ("Foot Locker"), DICK'S Sporting Goods, Inc. ("DICK'S Sporting Goods") and RJS Sub LLC, and a direct wholly owned subsidiary of DICK'S Sporting Goods ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Foot Lock

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 99.9%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (99,572 for, 0 against).

FOR: 99,572 (100.0%)ABSTAIN: 12 (0.0%)

Largest asset managers voting on “To adopt the Agreement and Plan of Merger, dated as of May 15, 2025, by and among Foot Locker, Inc. ("Foot Loc” at Foot Locker, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Investment Managers Series Trust	89,844	0	For
Vanguard	9,717	12	For
UNITED CAPITAL FINANCIAL ADVISORS, LLC	11	0	For

Largest Foot Locker, Inc. shareholders voting in 2025-2026

Ranked by the number of Foot Locker, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting.

Top Foot Locker, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	Shares voted
1	BlackRock	11,473,612
2	Vanguard	10,068,262
3	American Century	3,979,003
4	Vesa Equity Investment S.a r.l.	3,327,979
5	Charles Schwab	2,414,511
6	State Street	2,190,727
7	Fidelity	2,029,519
8	OAK RIDGE INVESTMENTS LLC	1,940,636
9	Pentwater Capital Management LP	1,940,636
10	TIG Advisors, LLC	1,293,960

Shown as share counts, not percentages: no shares-outstanding figure has been matched to Foot Locker, Inc. for the 2025-2026 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Foot Locker, Inc.'s shareholder meeting held 2025-08-22, in the 2025-2026 proxy season, 335 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,087 separate fund positions. Their filings are grouped here into 10 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Proposal 2 - The Merger-Related Compensation Proposal: To Approve On An Advisory (Non-Binding)… — FOR was 87% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Foot Locker, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-08-22.

Foot Locker, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).