Foot Locker Shareholders Approve $2.4 Billion Acquisition by Dick’s Sporting Goods

Shareholders for , Inc. voted to approve its previously announced acquisition by Dick’s Sporting Goods, Inc. at the company’s special meeting of shareholders held on Friday.

Under the terms of the merger agreement announced on May 15, Foot Locker shareholders will elect to receive either $24.00 in cash or 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.

Based on a preliminary vote count from Friday’s special meeting of shareholders, approximately 99 percent of votes cast were in favor of the merger agreement, representing approximately 70 percent of all outstanding shares.

The company noted that the final voting results of the special meeting will be reported in a 8-K filed by Foot Locker with the U.S. Securities and Exchange Commission (SEC), after certification by Foot Locker, Inc.’s independent inspector of elections.

Mary Dillion, chief executive officer of Foot Locker, thanked the company’s shareholders “for their support” in a statement on Friday

“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,” Dillion said. “We look forward to continuing to work closely with Dick’s to complete this transaction and unlock its significant value creation potential.”

This news brings the merger between Dick’s and Foot Locker even closer. But, there could be a potential snag in the works after U.S. Senator Elizabeth Warren asked the FTC to block the merger earlier this month.

Warren, D-Mass., wrote in a new letter to the FTC and the Department of Justice’s Antitrust Division that the deal could potentially lead to higher prices for consumers and urged regulators to block the deal if they find it violates antitrust laws.

“The combination of Dick’s Sporting Goods and Foot Locker would decrease competition in the retail athletic footwear markets, cut jobs, raise prices, and leave Americans to foot the bill,” Warren wrote at the time. “This is particularly concerning given that more than half of parents ‘plan to sacrifice necessities, such as groceries,’ because of rising prices for back-to-school shopping, including sneakers.”

In May 2025, Dick’s Sporting Goods announced its intention to acquire Foot Locker for $2.4 billion, which would combine the U.S.’s largest sporting goods retailer with one of the largest athletic shoe retailers in the country. The new giant would allow Dick’s to control more than 15 percent of the U.S. sporting goods market and could create a duopoly with the current largest athletic footwear retailer, JD Sports.

“The size of the deal and each company’s significant presence in the athletic footwear market suggests this deal merits significant scrutiny from antitrust agencies…If competitors Dick’s and Foot Locker combined, the resulting elimination of competition could lead to higher prices for consumers and other negative effects… Higher prices on athletic footwear could lead to further economic hardship for parents,” added Warren.

But, if all goes to plan, 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.