Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

As previously disclosed by Foot Locker, Inc. (the "Company"), W. Scott Martin, previously a named executive officer, ceased to serve as Executive Vice President, Chief Strategy and Corporate Development Officer effective May 24, 2022 and departed from the Company effective June 23, 2022 (the "Termination Date"), under circumstances the Human Capital and Compensation Committee of the Board of Directors determined constituted a termination without cause under the terms of his employment agreement and the Company benefit plans, at which time his employment agreement terminated. On July 11, 2022, the Company and Mr. Martin entered into a letter agreement (the "Agreement") regarding the termination of his employment effective on the Termination Date. The Agreement provides for a severance payment of $945,000, which reflects the amount of severance provided for under Mr. Martin's employment agreement. A copy of the Agreement is filed as Exhibit 99.1, and the summary above of the terms of the Agreement is qualified in its entirety by reference to the Agreement.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




Exhibit No.   Description

  99.1          Agreement with W. Scott Martin, dated July 11, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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