UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 26, 2025 |
Genesco Inc.
(Exact name of Registrant as Specified in Its Charter)
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Tennessee |
1-3083 |
62-0211340 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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535 Marriott Drive |
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Nashville, Tennessee |
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37214 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 615 367-7000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $1.00 par value |
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GCO |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 annual meeting of shareholders of the Company (the “Annual Meeting”) was hosted virtually on June 26, 2025, from the Company’s corporate headquarters in Nashville, Tennessee. Shares representing a total of 10,779,524 votes were outstanding and entitled to vote. At the Annual Meeting, the Company’s shareholders voted on the matters set forth below.
Election of Directors
The Company’s shareholders elected all nine persons nominated for election as directors until the next annual meeting of the shareholders and until their successors are elected and qualified as set forth in the Company’s proxy statement dated May 16, 2025. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:
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Nominee |
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For |
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Against |
Abstain |
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Broker Non-Votes |
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Joanna Barsh |
6,436,359 |
390,905 |
33,146 |
970,346 |
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Matthew M. Bilunas |
6,757,997 |
69,267 |
33,146 |
970,346 |
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Carolyn Bojanowski |
6,698,654 |
128,219 |
33,537 |
970,346 |
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John F. Lambros |
6,700,773 |
126,491 |
33,146 |
970,346 |
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Thurgood Marshall, Jr. |
6,615,781 |
234,068 |
10,561 |
970,346 |
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Angel R. Martinez |
6,698,604 |
64,719 |
97,087 |
970,346 |
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Mary E. Meixelsperger |
6,759,666 |
67,518 |
33,226 |
970,346 |
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Gregory A. Sandfort |
6,693,410 |
133,854 |
33,146 |
970,346 |
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Mimi E. Vaughn |
6,500,258 |
135,997 |
24,155 |
970,346 |
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Non-Binding, Advisory Vote on the Company’s Executive Compensation
The Company’s shareholders voted upon a non‑binding, advisory proposal to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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6,036,837 |
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624,385 |
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199,188 |
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970,346 |
Approval of the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan
The Company's shareholders voted upon and approved the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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6,130,137 |
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721,879 |
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8,394 |
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970,346 |
Ratification of Independent Accountants
The Company’s shareholders voted upon and approved the ratification of the appointment of Deloitte & Touche to serve as the Company’s independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows:
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For |
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Against |
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Abstain |
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7,714,859 |
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109,034 |
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6,863 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Genesco Inc. |
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Date: |
June 27, 2025 |
By: |
/s/ Scott E. Becker |
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Scott E. Becker
Senior Vice President, Secretary and General Counsel |