UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.       )

 

Filed by the Registrant S

 

 

 

 

Filed by a Party other than the Registrant £

 

 

 

 

 

 

 

 

 

 

 

Check the appropriate box:

 

 

 

 

 

 

 

 

 

 

 

£

 

Preliminary Proxy Statement

 

£

 

Confidential, for Use of the Commission Only

£

 

Definitive Proxy Statement

 

 

 

(as permitted by Rule 14a-6(e)(2))

S

 

Definitive Additional Materials

 

 

 

 

£

 

Soliciting Material Pursuant to § 240.14a-12

 

 

 

 

 

Foot Locker, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

Payment of filing fee (Check the appropriate box):

     

S

 

No fee required.

     

£

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

(1

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Title of each class of securities to which transaction applies:

 

 

 

 

 

 

(2

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Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

(3

)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

(4

)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

(5

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Total fee paid:

 

 

 

 

 

£

  Fee paid previously with preliminary materials.

 

 

 

 

 

£

  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

     

(1

)

  Amount previously paid:

 

 

 

 

 

     

(2

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  Form, schedule or registration statement no.:

 

 

 

 

 

      (3

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  Filing party:

 

 

 

 

 

      (4

)

  Date filed:

 


FOOT LOCKER, INC.

** IMPORTANT NOTICE **

Regarding the Availability of Proxy Material

You are receiving this communication because you hold shares in the above company, and the material you should review before you cast your vote is now available.

This communication presents only an overview of the more complete proxy material that is available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy material before voting.

       
   
BROKER
LOGO
HERE
   
       
  Return Address Line 1
Return Address Line 2
Return Address Line 3
51 MERCEDES WAY
EDGEWOOD NY 11717


   
       
  Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
 
       
     
       
Shareholder Meeting to be held on May 21, 2008

Proxy Material Available

1 2007 Annual Report/Form 10-K
2         Notice & Proxy Statement

PROXY MATERIAL - VIEW OR RECEIVE
You can choose to view the material online or receive a paper or e-mail copy. There is NO charge for requesting a copy. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.
To facilitate timely delivery please make the request as instructed below on or before May 08, 2008
HOW TO VIEW MATERIAL VIA THE INTERNET
Have the 12 Digit Control Number(s) available and visit: www.proxyvote.com
HOW TO REQUEST A COPY OF MATERIAL
1)   BY INTERNET
-
www.proxyvote.com
2) BY TELEPHONE  
  -  
1-800-579-1639
3) BY E-MAIL*
-
sendmaterial@proxyvote.com
*If requesting material by e-mail, please send a blank e-mail with the 12 Digit Control Number (located on the following page) in the subject line.

 

 

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See the Reverse Side for Meeting Information and Instructions on How to Vote



Meeting Information

Meeting Type:   Annual Meeting
Meeting Date:   May 21, 2008
Meeting Time:     9:00 AM EDT
For holders as of:   March 28, 2008
Meeting Location:

Foot Locker, Inc.
112 West 34th Street
New York, NY 10120
How To Vote
Vote In Person
Should you choose to vote these shares in person at the meeting you must request a "legal proxy". To request a legal proxy please follow the instructions at www.proxyvote.com or request a paper copy of the material. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting material for any special requirements for meeting attendance.
Vote By Internet

To vote now by Internet, go to
WWW.PROXYVOTE.COM.
Please refer to the proposals and follow the instructions.


 

 

 

 

 

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Voting items

The Board of Directors recommends that you
vote "For" the following.

1.   Election of Directors        
    Nominees                  
01       Nicholas DiPaolo   02       Matthew M. McKenna

The Board of Directors recommends you vote FOR the following proposal(s).

2            Ratification of Appointment of Independent Accountants

3            Approval of the Foot Locker Annual Incentive Compensation Plan, as Amended and Restated

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 
 
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Voting Instructions

THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
BANKS AND BROKERS
AS REQUIRED BY THE NEW YORK STOCK EXCHANGE

 

 

 
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THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE