Foot Locker Shareholders Approve Transaction with DICK'S Sporting Goods

Rhea-AI Summary

Foot Locker (NYSE: FL) shareholders have overwhelmingly approved the company's acquisition by DICK'S Sporting Goods (NYSE: DKS), with approximately 99% of votes cast in favor of the merger agreement, representing about 70% of outstanding shares.

Under the merger terms announced on May 15, 2025, FL shareholders can choose to receive either $24.00 in cash or 0.1168 shares of DKS common stock for each FL share, with no minimum or maximum limits on cash or stock consideration. The transaction is expected to close in the second half of 2025, pending regulatory approvals and other customary closing conditions.

Positive

• Strong shareholder approval with 99% of votes in favor
• Flexible election between cash ($24.00) or stock (0.1168 DKS shares) per FL share
• Strategic positioning to expand sneaker culture and enhance omnichannel experience
• No minimum or maximum limits on cash/stock election, providing shareholder flexibility

Negative

• Transaction still subject to regulatory approvals
• Extended closing timeline (second half of 2025)
• Potential integration challenges between two major retail chains

Insights

M&A Specialist

Foot Locker shareholders overwhelmingly approved the DICK'S Sporting Goods acquisition, moving the $24/share deal closer to completion.

The 99% approval rate from Foot Locker shareholders represents exceptionally strong support for the $24.00 per share acquisition by DICK'S Sporting Goods. This overwhelming endorsement (99% of votes cast, representing 70% of outstanding shares) indicates shareholders recognize the strategic value in this retail consolidation.

The transaction structure offers flexibility with shareholders able to elect either cash or stock consideration ($24.00 cash or 0.1168 DICK'S shares per Foot Locker share), without minimum or maximum election requirements. This optionality benefits shareholders based on their individual tax situations and investment goals.

While shareholder approval marks a crucial milestone, regulatory approval remains the final significant hurdle before expected closing in H2 2025. The deal positions the combined entity to leverage complementary strengths - DICK'S broad sporting goods presence and Foot Locker's sneaker culture expertise - creating a more formidable omnichannel competitor in the evolving retail landscape.

The transaction represents DICK'S strategic move to strengthen its footwear category while providing Foot Locker improved scale and operational efficiencies amid challenging specialty retail conditions. The strong shareholder support suggests the $24.00 valuation struck an appropriate balance between immediate shareholder returns and the strategic rationale underpinning the combination.

Approximately 99% of votes cast were in favor of the merger agreement

NEW YORK, Aug. 22, 2025 /PRNewswire/ -- Foot Locker, Inc. ("Foot Locker") (NYSE: FL) today announced that its shareholders voted to approve its previously announced acquisition by DICK'S Sporting Goods, Inc. ("DICK'S") (NYSE: DKS) at the Company's special meeting of shareholders held earlier today. Under the terms of the merger agreement announced on May 15, 2025, Foot Locker shareholders will elect to receive either (i) $24.00 in cash or (ii) 0.1168 shares of DICK'S common stock for each share of Foot Locker common stock owned. The election is not subject to a minimum or maximum amount of cash or stock consideration.

"We are pleased with the results from our special meeting earlier today and thank our shareholders for their support as Foot Locker embarks on this exciting new chapter," said Mary Dillon, CEO of Foot Locker. "We are now one step closer to joining forces with DICK'S and even better positioning the business to expand sneaker culture, elevate the omnichannel experience for our customers and brand partners, and enhance our position in the industry. We look forward to continuing to work closely with DICK'S to complete this transaction and unlock its significant value creation potential."

Based on a preliminary vote count from today's special meeting of shareholders, approximately 99% of votes cast were in favor of the merger agreement, representing approximately 70% of all outstanding shares. The final voting results of the special meeting will be reported in a Form 8-K filed by Foot Locker with the U.S. Securities and Exchange Commission, after certification by Foot Locker, Inc.'s independent inspector of elections.

The transaction is expected to close in the second half of 2025, subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

About Foot Locker

Foot Locker, Inc. is a leading footwear and apparel retailer that unlocks the "inner sneakerhead" in all of us. With approximately 2,400 retail stores in 20 countries across North America, Europe, Asia, Australia, and New Zealand, and a licensed store presence in Europe, the Middle East and Asia, Foot Locker has a strong history of sneaker authority that sparks discovery and ignites the power of sneaker culture through its portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos.

Contacts:

Kate Fitzsimons
Investor Relations
ir@footlocker.com

Leigh Parrish
Joele Frank, Wilkinson Brimmer Katcher
lparrish@joelefrank.com
mediarelations@footlocker.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified as those that may predict, forecast, indicate or imply future results or performance and by forward-looking words such as "believe", "anticipate", "expect", "estimate", "predict", "intend", "plan", "project", "goal", "will", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words with similar meanings. Any statements about DICK'S Sporting Goods, Foot Locker's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond DICK'S Sporting Goods', Foot Locker's and the combined company's control. DICK'S Sporting Goods', Foot Locker's and the combined company's future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. Forward-looking statements include statements regarding, among other things, the benefits of the combination of DICK'S Sporting Goods and Foot Locker (the "Transaction"), including future financial and operating results and the combined company's plans, objectives, expectations, intentions, growth strategies and culture and other statements that are not historical facts.

Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to, current macroeconomic conditions, including prolonged inflationary pressures, potential changes to international trade relations, geopolitical conflicts and adverse changes in consumer disposable income; supply chain constraints, delays and disruptions; fluctuations in product costs and availability due to tariffs, currency exchange rate fluctuations, fuel price uncertainty and labor shortages; changes in consumer demand for products in certain categories and consumer lifestyle changes; intense competition in the sporting goods industry; the overall success of DICK'S Sporting Goods', Foot Locker's and the combined company's strategic plans and initiatives; DICK'S Sporting Goods', Foot Locker's and the combined company's vertical brand strategy and plans; DICK'S Sporting Goods', Foot Locker's and the combined company's ability to optimize their respective distribution and fulfillment networks to efficiently deliver merchandise to their stores and the possibility of disruptions; DICK'S Sporting Goods', Foot Locker's and the combined company's dependence on suppliers, distributors, and manufacturers to provide sufficient quantities of quality products in a timely fashion; the potential impacts of unauthorized use or disclosure of sensitive or confidential customer, employee, vendor or other information; the risk of problems with DICK'S Sporting Goods', Foot Locker's and the combined company's information systems, including e-commerce platforms; DICK'S Sporting Goods', Foot Locker's and the combined company's ability to attract and retain customers, executive officers and employees; increasing labor costs; the effects of the performance of professional sports teams within DICK'S Sporting Goods', Foot Locker's and the combined company's core regions of operations; DICK'S Sporting Goods', Foot Locker's and the combined company's ability to control expenses and manage inventory shrink; the seasonality of certain categories of DICK'S Sporting Goods', Foot Locker's and the combined company's operations and weather-related risks; changes in applicable tax laws, regulations, treaties, interpretations and other guidance; product safety and labeling concerns; the projected range of capital expenditures of DICK'S Sporting Goods, Foot Locker and the combined company, including costs associated with new store development, relocations and remodels and investments in technology; plans to return capital to stockholders through dividends and share repurchases, if any; DICK'S Sporting Goods', Foot Locker's and the combined company's ability to meet market expectations; the influence of DICK'S Sporting Goods' Class B common stockholders and associated possible scrutiny and public pressure; compliance and litigation risks; DICK'S Sporting Goods', Foot Locker's and the combined company's ability to protect their respective intellectual property rights or respond to claims of infringement by third parties; the availability of adequate capital; obligations and other provisions related to DICK'S Sporting Goods', Foot Locker's and the combined company's indebtedness; DICK'S Sporting Goods', Foot Locker's and the combined company's future results of operations and financial condition; the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Transaction; the outcome of any legal proceedings that may be instituted against DICK'S Sporting Goods or Foot Locker, including with respect to the Transaction; the possibility that the Transaction does not close when expected or at all because required regulatory approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction, including anticipated cost synergies, may not be fully realized or may take longer to realize than expected; the ability to promptly and effectively integrate the businesses of DICK'S Sporting Goods and Foot Locker following the closing of the Transaction; the dilution caused by the issuance of shares of DICK'S Sporting Goods common stock in the Transaction; the possibility that a Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the terms of the debt financing incurred in connection with the Transaction; reputational risk and potential adverse reactions of DICK'S Sporting Goods' or Foot Locker's customers, employees or other business partners; and the diversion of DICK'S Sporting Goods' and Foot Locker's management's attention and time from ongoing business operations and opportunities due to the Transaction. These factors are not necessarily all of the factors that could cause DICK'S Sporting Goods', Foot Locker's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm DICK'S Sporting Goods', Foot Locker's or the combined company's results.

For additional information on these and other factors that could affect DICK'S Sporting Goods' or Foot Locker's actual results, see the risk factors set forth in DICK'S Sporting Goods' and Foot Locker's filings with the Securities and Exchange Commission (the "SEC"), including DICK'S Sporting Goods' most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2025, and its other filings with the SEC, Foot Locker's most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2025, and its other filings with the SEC, as well as the risks described in DICK'S Sporting Goods' registration statement on Form S-4 and definitive proxy statement/prospectus relating to the Transaction. DICK'S Sporting Goods and Foot Locker disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation. Forward-looking statements included in this press release are made as of the date of this press release.

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SOURCE Foot Locker IR

FAQ

What is the acquisition price for Foot Locker (FL) shares in the DICK'S Sporting Goods merger?

Foot Locker shareholders can elect to receive either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods stock for each FL share owned.

When will the Foot Locker and DICK'S Sporting Goods merger close?

The transaction is expected to close in the second half of 2025, subject to regulatory approvals and other customary closing conditions.

What percentage of Foot Locker shareholders approved the DICK'S Sporting Goods merger?

Approximately 99% of votes cast were in favor of the merger, representing about 70% of all outstanding shares.

What are the benefits of the Foot Locker merger with DICK'S Sporting Goods?

The merger aims to expand sneaker culture, enhance omnichannel experience for customers and brand partners, and strengthen the combined company's position in the retail industry.

Are there any restrictions on the cash or stock election for Foot Locker shareholders?

No, the election between cash or stock consideration is not subject to any minimum or maximum limits, providing shareholders with flexibility in their choice.