Foot Locker 2005 Annual Report Download - page 94
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How does the Board of Directors recommend that I vote on the proposals?
The Board recommends that you vote “FOR’’each of the proposals being voted on at the meeting
(Proposals 1, 2, and 3).
Could other matters be voted on at the Annual Meeting?
We do not know of any other business that will be presented at the 2006 annual meeting. If other
matters properly come before the meeting, including matters that may have been proposed for inclusion
in the Company’s proxy materials but were omitted under the SEC’s rules, the persons named as proxies
will exercise their discretionary authority to vote on such matters in accordance with their best
judgment.
Who may vote at the Annual Meeting?
The only voting securities of Foot Locker are our shares of Common Stock. Only shareholders of
record on the books of the Company at the close of business on March 31, 2006 are entitled to vote at
the annual meeting and any adjournments or postponements. Each share is entitled to one vote. There
were 155,536,140 shares of Common Stock outstanding on the record date. The enclosed proxy card
shows the number of shares of Common Stock registered in the name of each shareholder of record on
the record date.
What are the voting requirements to elect directors and to approve the other proposals?
Directors must be elected by a plurality of the votes cast by shareholders. Each of the other
proposals requires the affirmative vote of a majority of the votes cast by shareholders in order to be
approved.
What constitutes a quorum for the Annual Meeting?
We will have a quorum and will be able to conduct the business of the Annual Meeting if the
holders of a majority of the votes that shareholders are entitled to cast are present at the meeting, either
in person or by proxy. In determining whether we have a quorum, we count abstentions and broker
non-votes, if any, as present and entitled to vote.
How will the votes be counted?
Votes will be counted and certified by representatives of our transfer agent, The Bank of
New York, as inspectors of election. The inspectors of election are independent and are not employees
of Foot Locker.
We do not count abstentions and broker non-votes, if any, in determining the votes cast for any
proposal. Votes withheld for the election of one or more of the nominees for director will not be
counted as votes cast for those individuals.
Broker non-votes occur when brokers or other entities holding shares for an owner in street name
do not receive voting instructions from the owner on non-routine matters and, consequently, have no
discretion to vote on those matters. If a proposal is routine under the rules of the New York Stock
Exchange, then the brokers or other entities may vote the shares held by them even though they have
not received instructions from the owner.
The Company’s Certificate of Incorporation and By-laws do not contain any provisions on the
effect of abstentions or broker non-votes.
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