Foot Locker 2005 Annual Report Download - page 130

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DEADLINES AND PROCEDURES FOR NOMINATIONS AND
SHAREHOLDER PROPOSALS
Deadlines
Shareholder proposals intended to be presented pursuant to Rule 14a-8 under the Exchange Act at
the 2007 annual meeting must be received by the Secretary of the Company no later than December 11,
2006 in order to be considered for inclusion in the 2007 proxy statement.
The Company’s By-laws require that shareholders must follow certain procedures, which are
described below, to nominate a person for election to the Board of Directors or to introduce an item of
business at an annual meeting. We must receive notice of a shareholder’s intention to introduce a
nomination or proposed item of business for an annual meeting not less than 90 days nor more than 120
days before the first anniversary of the prior year’s annual meeting. Assuming that our 2007 annual
meeting is held on schedule, we must receive this notice no earlier than January 24, 2007 and no later
than February 23, 2007. However, if we hold the annual meeting on a date that is not within 30 days
before or after such anniversary date, we must receive the notice no later than ten days after the earlier
of the date we first provide notice of the meeting to shareholders or announce it publicly.
Procedures
Foot Locker’s By-laws provide that shareholders who wish to submit a nomination for director
must deliver a notice to the Secretary of the Company at 112 West 34th Street, New York, New York
10120 not less than 90 days nor more than 120 days before the first anniversary of the prior year’s
annual meeting. These dates are published each year in the Company’s proxy statement. The notice
must contain the following information regarding the proposed nominee:
•his or her name, age, business and residence address,
•his or her principal occupation or employment,
•the number of shares of the Company’s Common Stock he or she beneficially owns,
•any other information that is required to be disclosed under the Exchange Act and rules and
regulations of the Securities and Exchange Commission and The New York Stock Exchange,
•the executed consent of such person to serve if elected, and
•an undertaking by the individual to furnish us with any information we may request in order to
determine his or her eligibility to serve as a director.
In addition, the notice must contain the name and address of the shareholder who is making the
nomination and the number of shares of the Company’s Common Stock that he or she beneficially
owns.
Notice of a proposed item of business must include a description of and the reasons for bringing
the proposed business to the meeting, any material interest of the shareholder in the business and
certain other information about the shareholder.
By Order of the Board of Directors
G
ARY
M. B
AHLER
Secretary
April 10, 2006
38