Foot Locker 2005 Annual Report Download - page 124

PROPOSAL 1
ELECTION OF DIRECTORS
Foot Locker’s Certificate of Incorporation provides that the members of our Board of Directors be
divided into three classes serving staggered three-year terms, each class to be as nearly equal in number
as the other two.
The terms of the four directors who constitute Class III expire at the 2006 annual meeting upon the
election and qualification of their successors. Alan D. Feldman, Jarobin Gilbert Jr., David Y. Schwartz
and Cheryl Nido Turpin will be considered for election as directors in Class III, each to hold office for a
three-year term expiring at the annual meeting in 2009. Matthew M. McKenna has been nominated by
the Board to stand for election as a director in Class II for a two-year term expiring at the annual
meeting in 2008. Each nominee has been nominated by the Board of Directors for election and has
consented to serve for the specified term. Ms. Turpin and Messrs. Gilbert and Schwartz were elected to
serve for their present terms at the 2003 annual meeting. Mr. Feldman was elected to his present term at
the 2005 annual meeting. Mr. McKenna is not currently serving as a director. The seven remaining
directors will continue in office, in accordance with their previous elections, until the expiration of their
terms at the 2007 or 2008 annual meeting.
The Board has established a retirement policy for directors, which is described on Page 8. In
accordance with this policy, the Nominating and Corporate Governance Committee has asked Mr.
Crawford and Mr. Preston, who otherwise would have resigned from the Board at this annual meeting,
to continue serving as directors.
If, prior to the annual meeting, any of the five nominees becomes unable to serve as a director for
any reason, the persons designated as proxies on the enclosed proxy card will have full discretion to
vote the shares represented by proxies held by them for another person to serve as a director in place of
that nominee.
Biographical information follows for the five nominees and for each of the seven other directors of
the Company whose present terms as directors will continue after the 2006 annual meeting. There are
no family relationships among the directors, nominees, or executive officers of the Company.
The Board of Directors recommends that shareholders vote FOR the election to the Board of
Directors of the nominees identified for election.
Nominee for Director
Term Expiring in 2008
Matthew M. McKenna. Age 55. Senior Vice President of Finance of PepsiCo, Inc. (global snack
and beverage company) since August 6, 2001. He served as Senior Vice President and Treasurer of
PepsiCo from March 30, 1998 until August 5, 2001. He is a director of PepsiAmericas, Inc. and is a
member of the Management Committee of Pepsi Bottling Ventures LLC. He is also a member of the
Board of Trustees of Hamilton College and serves on the Board of the Foundation for Purchase College
of the State University of New York.
Nominees for Directors
Terms Expiring in 2009
Alan D. Feldman. Age 54. Director since 2005. President and Chief Executive Officer of Midas,
Inc. (automotive repair and maintenance services) since January 13, 2003. He was an independent
consultant from March 2002 to January 2003. Mr. Feldman previously held senior positions within
McDonald’s Corporation (restaurant and food services), including President and Chief Operating
Officer of McDonald’s Americas from March 2001 to March 2002 and President of McDonald’s USA
from July 1998 to March 2001. He is a director of Midas, Inc.
Jarobin Gilbert Jr. Age 60. Director since 1981. President and Chief Executive Officer of DBSS
Group, Inc. (management, planning and trade consulting services) since 1992. He is a director of
PepsiAmericas, Inc. and Midas, Inc. He is a trustee of Atlantic Mutual Insurance Company. Mr. Gilbert
is also a director of Harlem Partnership, Inc. and a permanent member of the Council on Foreign
Relations.
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