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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Genesco Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) 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) 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) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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(GENESCO LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Genesco Inc. will be held at the Company's
executive offices, Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee,
on Wednesday, June 28, 2000,27, 2001, at 10:00 a.m. The agenda will include the following
items:
1. electing ten directors;
2. approving an amendment to the 1996 Stock Incentive Plan; and
3. transacting any other business that properly comes before the meeting.
Shareholders of record at the close of business on April 27, 2000,26, 2001, will be
entitled to vote at the meeting.
By order of the board of directors,
/s/ ROGER G. SISSON
Roger G. Sisson
Secretary
May 25, 20002001
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IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR SHARES WILL BE VOTED. A
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR YOUR CONVENIENCE.
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(GENESCO LOGO)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, JUNE 28, 200027, 2001
The board of directors of Genesco Inc. ("Genesco" or the "Company") is
furnishing this proxy statement in connection with its request for proxies to be
voted at the annual meeting of shareholders. The meeting will be held at the
Company's offices at 10:00 a.m. on Wednesday, June 28, 2000.27, 2001. The notice that
accompanies this statement describes the items on the meeting agenda. This proxy
material was first mailed to shareholders on or about May 25, 2000.2001.
The Company will pay the cost of the proxy solicitation. In addition to this
request, officers, directors and regular employees of the Company may solicit
proxies personally and by mail, facsimile or telephone. They will receive no
extra compensation for any solicitation activities. The Company has retained
Georgeson & Co.Shareholder Communications, Inc. to assist in the proxy solicitation.
It will pay Georgeson a fee of $8,500 and reimburse its expenses. The Company
will request brokers, nominees, fiduciaries and other custodians to forward
soliciting material to the beneficial owners of shares and will reimburse the
expenses they incur in doing so.
All valid proxies will be voted as the board of directors recommends, unless the
proxy card specifies otherwise. A shareholder may revoke a proxy before the
proxy is voted at the annual meeting by giving written notice of revocation to
the secretary of the Company, by executing and delivering a later-dated proxy or
by attending the annual meeting and voting in person the shares the proxy
represents.
The board of directors does not know of any matter that will be considered at
the annual meeting other than those the accompanying notice describes. If any
other matter properly comes before the meeting, persons named as proxies will
use their best judgment to decide how to vote on it.
The Company's executive offices are located at Genesco Park, 1415 Murfreesboro
Road, Nashville, Tennessee 37217.
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VOTING SECURITIES
The various classes of voting preferred stock and the common stock will vote
together as a single group at the annual meeting.
April 27, 200026, 2001 was the record date for determining who is entitled to receive
notice of and to vote at the annual meeting. On that date, the number of voting
shares outstanding and the number of votes entitled to be cast were as follows:
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CLASS OF NO. OF VOTES PER TOTAL
STOCK SHARES SHARE VOTES
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Subordinated Serial Preferred Stock:
$2.30 Series 1 37,08336,958 1 37,08336,958
$4.75 Series 3 19,36918,163 2 38,73836,326
$4.75 Series 4 16,412 1 16,412
$1.50 Subordinated Cumulative Preferred Stock 30,017 1 30,017
Employees' Subordinated Convertible Preferred
Stock 75,08872,384 1 75,08872,384
Common Stock 21,578,32521,899,829 1 21,578,325
==================================================================================21,899,829
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A majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented at the meeting, it is
considered present for quorum purposes for the rest of the meeting. Assuming
enough shares for a quorum, a director will be elected if more votes are cast
for than against election. Abstentions and shares represented at the meeting but
not voted on a particular matter due to a broker's lack of discretionary voting
power ("broker non-votes") will be counted for quorum purposes but not as votes
cast for or against the election of directors. The proposed 1996 Stock Incentive
Plan amendment requires approval by a majority of the Company's issued and
outstanding common stock, because of a provision in the Plan. Consequently,
abstentions and broker non-votes will effectively count as votes against
approval. All the matters on the agenda for the meeting are routine matters as
to which, under applicable New York Stock Exchange rules, a broker will have
discretionary authority to vote if instructions are not received from the client
at least 10 days prior to the annual meeting.
ELECTION OF DIRECTORS
Ten directors are to be elected at the meeting. They will hold office until the
next annual meeting of shareholders and until their successors are elected and
qualify. All the nominees except Mr. DaleDiamond and Ms. Potter are presently
serving as
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directors and all have
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5 agreed to serve if elected. The shares represented by
valid proxies will be voted FOR the election of the following nominees, unless
the proxies specify otherwise. If any nominee becomes unable or unwilling to
serve prior to the annual meeting, the board of directors will reduce the number
of directors comprising the board, pursuant to the Company's bylaws, or the
proxies will be voted for a substitute nominee recommended by the board of
directors.
INFORMATION CONCERNING NOMINEES
The names, ages and principal occupations of the nominees and certain
information regarding their business experience are set forth below:
LEONARD L. BERRY, Ph.D., 57,58, Distinguished Professor of Marketing, Texas A&M
University. Dr. Berry has been a professor of marketing at Texas A&M University
since 1982. He is the founding Directorfounder of the Center for Retailing Studies, holds the
J.C. PenneyM.B. Zale Chair in Retailing Studiesand Marketing Leadership at Texas A&M and is author
of several books. He is a director of Lowe's Companies, Inc., Hastings
Entertainment, Inc. and Canned Foods,Grocery Outlet,
Inc. and became a Genesco director in 1999.
ROBERT V. DALE, 63,64, Consultant. Mr. Dale, who became a director of the Company
in 2000, has been a business consultant since 1998. He was president of Windy
Hill Pet Food Company, a pet food manufacturer, from 1995 until 1998.
Previously, he served as president of Martha White Foods for approximately six
years during the 1970s and again from 1985 to 1994. He was also president of
Beatrice Specialty Products division and a vice president of Beatrice Companies,
Inc., the owner of Martha White Foods. He is a director of SunTrust Bank
Nashville, N.A., CBRL Group, Inc., Nashville Wire Products and Zatarain's of New
Orleans.
W. LIPSCOMB DAVIS, JR., 68,69, Partner, Hillsboro Enterprises. Mr. Davis has been a
principal of Hillsboro Enterprises, an investment partnership, and of its
corporate predecessor since 1960. He has been a director of Genesco since 1988.
He is also a director of American General Corp., SunTrust Bank Nashville, N.A.
and Thomas Nelson, Inc.
JOELMATTHEW C. GORDON, 71,DIAMOND, 32, Chairman Crofton Capital Corporation.and Chief Executive Officer of Alloy Online
Inc. Mr. Gordon was named
chairmanDiamond served as the director of Crofton Capital Corporation,marketing and planning of Alloy
Online Inc., a venture capital firm, in February
2000. Previously,direct marketing and media company targeting "Generation Y"
consumers, until he was chairmanappointed chief executive officer in 1999. He has served
as a director of Cardiology Partners of America, a physician
practice management company specializing in cardiology practices, from February
1997. HeAlloy since 1996, and was elected chairman of the board of Surgical Care Affiliates from its founding
in
1982 until 1996 and served as its chief executive officer from 1987 until
1996 when the Company was acquired by HealthSouth. Mr. Gordon
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was a founder and served as president and vice-chairman of the board of General
Care Corp., an owner and operator of acute care hospitals, from 1969 until its
sale to Hospital Corporation of America in 1980. He has been a director of
Genesco since 1992. Mr. Gordon is also a director of HealthSouth Corporation and
Vanderbilt University Medical Center.1999.
BEN T. HARRIS, 56,57, Chairman President and Chief Executive Officer of Genesco. Mr. Harris
joined the Company in 1967 and was named manager of the leased
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department division of Genesco's Jarman Shoe Company in 1980. In November 1991, he became
president of the Jarman Shoe Company and in December 1994, president of the Company's
retail division. In February 1996, he was named executive vice president -- operations
and subsequently president and chief operating officer and a director of the
Company. He became president and chief operating
officer in October 1996, chief executive officer in February 1997 and chairman in November 1999.
KATHLEEN MASON, 51, Retailing Consultant.52, President and Chief Executive Officer of Tuesday Morning
Corporation. Ms. Mason, who joined Genesco's board in 1996, has been a freelance retailing consultant since leaving her position asbecame president and
chief executive officer of Tuesday Morning Corporation, an operator of
first-quality discount and closeout home furnishing and gift stores, in 2000.
She was president and chief merchandising officer of Filene's Basement, Inc. in
1999. She was president of the HomeGoods division of The TJX Companies, Inc., an
apparel and home fashion retailer, from 1997 to 1999. She was employed by Cherry
& Webb, a women's apparel specialty chain, from 1987 until 1992, as executive
vice president, then until 1997 as chairman, president and chief executive
officer. Her previous business experience includes senior management positions
with retailers May Company, The Limited Inc. and the Mervyn's Stores division of
Dayton-Hudson Corp.
HAL N. PENNINGTON, 62, Executive Vice63, President and Chief Operating Officer of Genesco. Mr.
Pennington became a member of the Company's board in November 1999, when he was
named to his current position.executive vice president and chief operating officer. He assumed the
presidency of the Company in 2000. A Genesco employee since 1961, he was
appointed president of the Johnston & Murphy division in 1997 and became senior
vice president of the Company in 1998. He was president of the Dockers Footwear
division from 1995 until 1997 and Vice Presidentvice president -- Wholesalewholesale of Johnston &
Murphy from 1990 until 1995.
LINDA H. POTTER, 48, Senior Vice President of SunTrust Banks, Inc. and Senior
Financial Officer for SunTrust, Tennessee. Ms. Potter has served as the senior
financial officer for SunTrust Bank, Tennessee since 1996. She has also been the
chief financial officer for SunTrust Bank, Nashville and has held other
positions in the finance and accounting and information systems areas of the
Nashville bank, where she has been employed since 1980. She also serves on the
Board of Directors of Belmont University's Center for Entrepreneurship and the
Board of Advisors for the Center for Entrepreneurship Women's Programs.
WILLIAM A. WILLIAMSON, JR., 64,65, Private Investor. Mr. Williamson was employed
from 1958 to 1992 by Durr-Fillauer Medical, Inc., a distributor of
pharmaceuticals, drug store sundries and medical, surgical and veterinary
products, and became chief executive officer of that company in 1974 and
chairman in
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1981. He has been a director of Genesco since 1989. Mr. Williamson is also a
director of Dunn Investment Company.
WILLIAM S. WIRE II, 68,69, Retired Chairman and Chief Executive Officer of
Genesco. Mr. Wire joined the Company in 1962, was elected a vice president in
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1971, senior vice president -- finance in 1984 and vice chairman and a director
in 1985. He was elected president and chairman in 1986, served as chief
executive officer from 1986 until 1993 and retired as chairman in 1994. Mr. Wire
is also a director of Dollar General Corporation and American Endoscopy
Service,Services, Inc.
GARY M. WITKIN, 51, Director. Mr. Witkin served as president and chief executive
officer of Service Merchandise Co., Inc., a retailer of jewelry and brand-name
home products from March 1997 until January 1999. Previously, he had been
president and chief operating officer of that company since November 1994. He
was a director and vice chairman of Sak's Fifth Avenue from 1992 until 1994. Mr.
Witkin was elected to Genesco's board in December 1996.
BOARD COMMITTEES AND MEETINGS
The board of directors met seveneight times during the fiscal year ended January 29,
2000February 3,
2001 ("Fiscal 2000"2001"). No director was present at fewer than 75% of the total
number of meetings of the board of directors and the committees of the board on
which he or she served during Fiscal 2000.2001. A description of each board committee
and its membership follows.
AUDIT COMMITTEE
Members: Joel C. Gordon (chairman), Robert V. Dale, W. Lipscomb Davis, Jr.
and Kathleen Mason
The audit committee is composed of three independent directors and operates
under a written charter adopted by the board of directors, a copy of which is
attached to this proxy statement as Appendix A. The audit committee met three
times in Fiscal 2000.2001. The functions of the audit committee are (i) to serve as the primary means of communication between the
board of directors and both the independent accountants and the internal audit
function, (ii) to assist and make recommendations to the
board of directors in fulfilling its responsibilities relatingmonitoring the processes used by the Company to produce
financial statements, the Company's accounting, financial
reporting andsystems of internal accounting control policies and practices, (iii) to
review with the independent accountantsfinancial
controls and the internal audit function the
scope of the annual audit plan, the results of the annual audit and the adequacyindependence of the Company's internal accounting controls, (iv) to make recommendations to
the board of directors with respect to the selection of independent accountants,
(v) to review any non-audit services rendered by the independent accountants,
(vi) to approve the fees payable to the independent accountants, (vii) to
monitor compliance with the Company's legal compliance policies and (viii) to
engage independent accountants and other professional advisors to conduct such
special reviews or studies as the committee deems appropriate in fulfilling its
responsibilities.
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8outside auditors.
NOMINATING COMMITTEE
Members: W. Lipscomb Davis, Jr. (chairman), Leonard L. Berry (since
October 2000), Ben T. Harris and William S. Wire II
The nominating committee met fivefour times in Fiscal 2000.2001. The function of the
nominating committee is to make recommendations to the board of directors with
respect to (i) the size of the board of directors, (ii) candidates for election
to the board of directors, (iii) the designation of committees of the board of
directors, their functions and members, (iv) the succession of the executive
officers of the Company and (v) board policies and procedures and other matters
of corporate governance. The nominating committee will consider for nomination
as directors
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qualified nominees recommended by shareholders, who may submit recommendations
to the committee in care of the secretary of the Company, giving in detail the
qualifications and experience of the persons so recommended.
COMPENSATION COMMITTEE
Members: William A. Williamson, Jr. (chairman), Leonard L. Berry, Joel C.
Gordon and Gary M. Witkin
The compensation committee met twothree times in Fiscal 2000.2001. The functions of the
compensation committee are (i) to approve the compensation of the officers of
the Company (ii)and other management employees reporting directly to review the salary ranges applicable to other employees ofchief
executive officer or the Company whose base annual salary is at the rate of $125,000 or more, (iii)chief operating officer, (ii) to make recommendations
to the board of directors with respect to the compensation of directors, (iv)(iii)
to review and provide assistance and recommendations to the board of directors
with respect to (a) management incentive compensation plans and (b) the
establishment, modification or amendment of any employee benefit plan (as that
term is defined in the Employee Retirement Income Security Act of 1974) to the
extent that action by the board of directors is required, (v)(iv) to serve as the
primary means of communication between the administrator of the Company's
employee benefit plans and the board of directors and (vi)(v) to administer the
Company's 1996 Stock Incentive Plan, the 1987 Stock Option Plan and the Employee
Stock Purchase Plan.
FINANCE COMMITTEE
Members: William S. Wire II (chairman), Ben T. Harris, Kathleen Mason and
William A. Williamson, Jr.
The finance committee met four times in Fiscal 2000.2001. The functions of the
finance committee are (i) to review and make recommendations to the board with
respect
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9 to (a) the establishment of bank lines of credit and other short-term
borrowing arrangements, (b) the investment of excess working capital funds on a
short-term basis, (c) significant changes in the capital structure of the
Company, including the incurrence of long-term indebtedness and the issuance of
equity securities and (d) the declaration/declaration or omission of dividends and (e)dividends; (ii) to
approve the annual capital expenditure and charitable contribution budgets;
(ii)(iii) to serve as the primary means of communication between the board of
directors and the investment committee, the trustees of the Genesco Restricted
Investments Pension Trust and the chief financial officer of the Company
regarding the activities of such committee, trustees and officers with respect
to certain of the Company's employee benefit plans (as that term is defined in
the Employee Retirement Income Security Act of 1974) and (iii)(iv) to appoint, remove
and approve the compensation of the trustees under any employee benefit plan.
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DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a retainer of $15,000 per
year and a fee of $750 for each board or committee meeting they attend in person
and $500 for each meeting they attend by telephone. Each committee chairman
receives an additional $2,000 a year. The Company also pays the premiums for
non-employee directors on $50,000 of coverage under the Company's group term
life insurance policy plus additional cash compensation to offset taxes on their
imputed income from such premiums. Directors who are full-time Company employees
do not receive any extra compensation for serving as directors.
The 1996 Stock Incentive Plan (the "Plan") provides for the issuance to
directors who are not employees of the Company of up to 100,000200,000 shares of common
stock, subject to adjustment in certain circumstances. The proposed amendment to
the Plan would increase the number of shares available for issuance to non-
employee directors by 100,000. See "Approval of Amendment to 1996 Stock
Incentive Plan." The Plan provides for the
automatic issuance of shares of common stock valued at $15,000 to a newly
elected non-employee director on the date of the first annual meeting at which
he or she is elected a director. The shares are subject to restrictions on
transfer and, with certain exceptions, to forfeiture if the director's service
terminates during the three years following the date of grant. The Plan also
provides for an annual grant of options to purchase 4,000 shares of common stock
at the stock's closing price on the New York Stock Exchange on the grant date.
The Plan also permits non-employee directors to elect to exchange all or part of
their annual retainers for shares of restricted stock at 75% of fair market
value. Such shares are subject to restrictions on transfer for 8
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five years and to
forfeiture if the director's service terminates before the retainer represented
by such shares is earned. As of April 30, 2000, 75,9502001, 111,493 shares of common stock
had been issued to non-employee directors pursuant to the Plan, of which 8,473
had been forfeited, leaving 32,52396,980 shares available for future grants before the proposed amendment is effective. See "Approval of
Amendment to 1996 Stock Incentive Plan."
9grants.
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SECURITY OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL SHAREHOLDERS
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of the entities which, according to
the most recent filings of Schedule 13G and amendments thereto, as applicable,
by the beneficial owners as of the record date for this meeting, own
beneficially more than 5% of the various classes of voting securities described
on page 3 taken as a single voting group. Percentage data is calculated on
outstanding shares at April 27, 2000.26, 2001.
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NAME AND ADDRESS CLASS OF NO. OF PERCENT OF
OF BENEFICIAL OWNER STOCK SHARES CLASS
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EnTrust CapitalA I M Management Group Inc.(1) Common 1,384,375 6.4%
Eagle Asset Management, Inc.1,134,640 5.2%
J.P. Morgan Chase & Co.(2) Common 1,987,813 9.2%
=============================================================================1,404,465 6.4%
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(1) Address: 650 Madison Avenue, New York, New York 10022.11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Number of
shares from Schedule 13G amendment filed on February 11, 2000.9, 2001.
(2) Address: 880 Carillon Parkway, St. Petersburg, Florida 33776.270 Park Avenue, New York, New York 10017. Number of shares from
a Schedule 13G amendment filed on January 7, 2000.
10February 14, 2001.
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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information as of April 30, 2000,2001, regarding the
beneficial ownership of the Company's common stock by each of the Company's
current directors, the additional nomineenominees for election as a director,directors, the
persons required to be named in the Company's summary compensation table
appearing elsewhere in the proxy statement and the current directors and
executive officers as a group. None of such persons owns any equity securities
of the Company other than common stock.
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NAME NO. OF SHARES(1)
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Leonard L. Berry 8,15912,139(4)
Robert V. Dale 06,003(4)
W. Lipscomb Davis, Jr. 70,732(2)75,640(2)(4)
Matthew C. Diamond 0
Joel C. Gordon 59,848(3)64,756(3)(4)
Ben T. Harris 436,794(4)(5)493,980(4)
Kathleen Mason 17,61320,414(4)
Hal N. Pennington 48,698(4)
Linda Potter 0
William A. Williamson, Jr. 119,16178,161(4)
William S. Wire II 26,53230,532(4)
Gary M. Witkin 7,61611,616(4)
James S. Gulmi 259,831(4)
Hal N. Pennington 87,185(4)189,354(4)
James W. Boscamp 132,750(4)
Roger G. Sisson 30,500(4)28,001(4)
James C. Estepa 2,500(4)
Current Directors and Executive Officers as a Group (15(19
Persons) 1,289,153(6)
===================================================================================1,115,726(5)
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(1) Each director and officer owns less than 1% of the outstanding shares of the
Company's common stock, except Mr. Harris, who owns approximately 2% of the
Company's common stock.
(2) Includes 16,000 shares of common stock owned by Mr. Davis' mother, for whom
he holds power of attorney. Mr. Davis disclaims beneficial ownership of his
mother's shares.
(3) Includes 10,750 shares owned by Mr. Gordon's wife.
(4) Includes (i) with respect to Messrs. Harris, Gulmi, Pennington, Boscamp and
Sisson 187,120, 162,043, 53,335, 79,750, and 30,500 shares respectively,
whichthat may be purchased within 60 days upon the exercise of
options granted to
them under the Company's stock option plans, as follows: Mr.
Harris -- 202,461; Mr. Gulmi -- 105,606; Mr. Pennington -- 98; Mr.
Estepa -- 2,500; Mr. Boscamp -- 1; Mr. Dale -- 4,000; each of the other
current outside directors -- 8,000; current officers and (ii) with respect to all
current executive officers,directors as a
total of 541,998 shares which may be purchased
within 60 days upon exercise of options under such plans.group -- 421,416.
(5) Includes 1,000 shares held by Mr. Harris's daughter, for which he disclaims
beneficial ownership.
(6) Constitutes approximately 6%5% of the outstanding shares of the Company's
common stock.
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COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Such officers,
directors and shareholders are required by SEC regulations to furnish the
Company with copies of all such reports that they file. Based solely on a review
of copies of reports filed with the SEC and of written representations by
officers and directors, all persons subject to the reporting requirements of
Section 16(a) filed the required reports on a timely basis, except that dueMr.
Dale's Form 3 was amended on February 15, 2001, to correct a clerical error Mr. Pennington's Form 4 forin
the monthoriginal filing regarding the number of February 1999 was
filed on April 7, 1999.
12shares he owned.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation earned by or
awarded or paid to the chief executive officer and each of the other four most
highly compensated executive officers employed by the Company at January 29,
2000February 3,
2001 (together, the "named executive officers") for each of fiscal 1998,Fiscal 1999, 2000
and 2000.2001.
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LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION AT FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
JANUARY 29, 2000AT FEBRUARY 3, 2001 YEAR ($) ($) ($) ($) (#) ($)(1) ($)
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Ben T. Harris 2001 426,890 746,045 -- -- -- 3,753,779 --
Chairman and 2000 327,346 579,215 -- -- -- 1,103,056 --
Chairman, President andChief Executive Officer 1999 327,246 193,362 -- -- -- 255,451 --
Chief Executive Officer 1998 325,456 126,140Hal N. Pennington 2001 293,122 381,538 -- -- 64,42025,000 -- --
President and 2000 244,372 154,755 -- -- 75,000 -- --
Chief Operating Officer 1999 210,872 210,551 -- -- 15,000 -- --
James S. Gulmi 2001 265,000 227,678 -- -- 6,000 -- --
Senior Vice 2000 250,667 231,154 -- -- 12,000 -- --
Senior VicePresident-Finance and 1999 239,500 78,177 -- -- 12,000 -- --
President -- Finance 1998 231,202 52,450 -- -- 36,035 -- --
and Chief Financial Officer
Hal N. Pennington 2000 244,372 154,755James W. Boscamp 2001 241,620 249,515 -- -- 75,0005,000 -- --
ExecutiveSenior Vice President 1999 210,872 210,551 -- -- 15,000 -- --
and Chief Operating Officer 1998 195,187 120,243 -- -- 20,650 -- --
James W. Boscamp 2000 229,120 240,000 -- -- 15,000 -- --
Senior Vice President 1999 190,572 13,320 -- -- 12,000 -- --
1998 190,572 104,848James C. Estepa 2001 225,870 315,311 -- -- 35,000 -- --
Senior Vice President 2000 194,953 210,000 -- -- 10,000 -- --
Roger G. Sisson 2000 158,305 106,400 -- -- 8,000 -- --
Secretary and 1999 149,138 35,520 -- -- 8,000 -- --
General Counsel 1998 140,877 51,870163,620 90,000 -- -- 7,000 -- --
================================================================================================================================- -------------------------------------------------------------------------------------------------------------------------------
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(1) The value, based on the closing price of the Company's common stock on the
grant date, of a grant of 34,344 shares of stock in 1999, and 118,449 shares of
stock in 2000.
132000 and 147,207 shares of stock in 2001.
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OPTION GRANTS IN FISCAL 20002001
The following table sets forth information regarding stock options granted to
the named executive officers in Fiscal 2000.2001. All the grants will become
exercisable in four equal annual installments beginning on the first anniversary
of the grant date. They expire on the tenth anniversary of the grant date,
except that they are subject to earlier termination upon termination of the
grantee's employment. No stock appreciation rights were granted by the Company
in Fiscal 2000.2001. The potential realizable values shown in the table are
hypothetical, have not been discounted to reflect their present value and are
not intended as a forecast of future stock price appreciation. Any gains which
may be realized upon exercise of such options will depend upon the actual market
price of the Company's common stock on the date the option is actually
exercised.
- ------------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE---------------------------------------------------------------------------------------------------------------------
PERCENT OF
OPTIONEE OPTIONS TOTAL OPTION MARKET PRICE EXPIRATION POTENTIAL REALIZABLE VALUE
NAME GRANTED GRANTED PRICE ON GRANT DATE DATE 0% 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Ben T. Harris -- -- N/A N/A N/A -- -- --
Hal N. Pennington 25,000 8.2% $16.63 $16.63 10/16/2010 $ 0 $261,463 $662,598
James S. Gulmi 6,000 2.0% $16.63 $16.63 10/16/2010 $ 0 $ 62,751 $159,024
James W. Boscamp 15,000 4.22% $13.1900 $13.19 11/14/2009 $ 0 $124,378 $ 315,244
James S. Gulmi 12,000 3.38% $13.1900 $13.19 11/14/20095,000 1.6% $16.63 $16.63 10/16/2010 $ 0 $ 99,502 $ 252,195
Hal N. Pennington 75,000 21.10% $13.1900 $13.1952,293 $132,520
5,000(1) 1.6% $17.75 $17.75 11/14/2009 $ 0 $621,890 $1,576,221
Roger G. Sisson 8,000 2.25% $13.1900 $13.19 11/14/20093/2010 $ 0 $ 66,33555,814 $141,445
James C. Estepa 10,000 3.3% $13.063 $13.063 4/26/2010 $ 168,130
========================================================================================================================0 $ 82,183 $208,221
25,000 8.2% $16.63 $16.63 10/16/2010 $ 0 $261,463 $662,598
25,000(1) 8.2% $17.75 $17.75 11/3/2010 $ 0 $279,072 $707,223
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
(1) Options granted contingent on shareholder approval of the proposed amendment
to the 1996 Stock Incentive Plan.
The stock option grants were made under the Company's 1996 Stock Incentive Plan.
The option price per share under the Plan may not be less than the fair market
value of the Company's common stock (the closing price of the stock on the New
York Stock Exchange) on the date the option is granted or the most recent
previous trading date. Plan options may not be exercised during the first twelve
months after the date of grant. Thereafter, options may be exercised as
determined by the compensation committee of the board of directors. All the
options will vest and become exercisable upon a change of control as described
under "Change of Control Arrangements" below.
AGGREGATED OPTION EXERCISES IN FISCAL 20002001 AND YEAR END OPTION VALUES
The following table sets forth information concerning (i) stock options
exercised during Fiscal 20002001 by the named executive officers, (ii) the number of
shares subject to unexercised options held by such persons at January 29, 2000,February 3, 2001,
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indicating those currently exercisable and those not yet exercisable and (iii)
the value of such unexercised options on January 29, 2000.February 3, 2001. The values of
unexercised options are calculated by subtracting the exercise price from the
closing market price of the common stock on the New York Stock Exchange on
January 28, 2000
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16February 2, 2001 ($9.313)25.50). In-the-money options are those whose exercise price
is below market value.
- --------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS VALUE OFEXERCISABLE
ACQUIRED ON VALUE AS OF 1/28/2000 IN-THE-MONEY OPTION2/3/2001 AS OF
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE2/3/2001 UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Ben T. Harris 92,596 $993,855.25 197,074 31,250 $391,352.00 $53,912.5022,454 $ 205,941.75 205,870 0 3,526,318 0
Hal N. Pennington 25,650 $ 81,646.88 52,585 98,750 $172,832.23 $52,770.0084,987 $1,157,140.89 98 91,250 1,534 1,091,863
James S. Gulmi 88,363 $935,198.37 155,793 34,750 $641,743.63 $56,233.2567,437 $1,056,333.31 105,606 23,500 1,921,343 312,525
James W. Boscamp 15,000 $127,125.00 76,500 39,000 $278,990.75 $56,233.25
Roger G. Sisson 063,500 $1,271,131.50 32,250 29,750(1) 475,928 370,103
James C. Estepa 10,500 $ 0.00 29,562 19,688 $139,111.66 $23,563.59
================================================================================================================101,786.50 16,250 72,750(1) 238,253 722,578
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
(1) Includes 5,000 and 25,000 options granted to Mr. Boscamp and Mr. Estepa,
respectively, contingent on shareholder approval of the proposed amendment
to the 1996 Stock Incentive Plan.
PENSION PLAN
The Genesco Retirement Plan is a noncontributory, qualified pension plan. Prior
to December 31, 1995, it provided retirement benefits to eligible participants
based on a formula taking into consideration the average of the 10 highest
consecutive years' earnings of the participant, years of benefit service and
other factors.
Effective January 1, 1996, the Retirement Plan was amended to establish a cash
balance formula. Benefits earned prior to that date under the 10-year average
formula were preserved as of that date. Under the new formula, each eligible
participant's account is credited with an amount equal to 4% of his or her
annual compensation plus an additional 4% of such compensation in excess of the
Social Security taxable wage base ($72,60076,200 in 1999)2000). The Internal Revenue Code
limits to $160,000$170,000 the amount of salary which may be taken into account in
calculating Retirement Plan benefits in 1999.2000. Taking into account the preserved
benefit under the Retirement Plan prior to amendment and the projected total
benefit under the amended Retirement Plan, and assuming that the participant's
accrued benefits at normal retirement are taken in the form of a single life
annuity, the estimated annual benefit payable for each named executive officer
at retirement is as follows:fol-
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lows: Ben T. Harris -- $56,310;$54,821; James S. Gulmi -- $75,123,$73,225, Hal N. Pennington --
$61,561,$60,976, James W. Boscamp -- $43,218$40,374 and Roger G. SissonJames C. Estepa -- $115,188.$52,533.
The years of benefit service of the persons named in the Summary Compensation
Table are: Ben T. Harris -- 3233 years, James S. Gulmi -- 2829 years, Hal N.
Pennington -- 3839 years, James W. Boscamp -- 89 years and Roger G. SissonJames C. Estepa -- 616
years. The earnings of such persons for purposes of computing benefits under the
Plan are substantially the same as set forth in the Summary Compensation Table
in the salary and annual bonus columns, except that the Internal Revenue Code
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limits to $160,000$170,000 the amount of a person's annual earnings which may be taken
into account in calculating benefits under the Retirement Plan during the
calendar year 1999.2000. A participant has no vested benefits under the Retirement
Plan until he or she has five years' service with the Company.
CHANGE OF CONTROL ARRANGEMENTS
All the named executive officers are parties to employment protection
agreements. The agreements become effective only in the event of a change of
control, which will be deemed to have occurred if a person or group acquires
securities representing 20% or more of the voting power of the Company's
outstanding securities or if there is a change in the majority of directors in a
contested election. Each agreement provides for employment by the Company for a
term of three years following a change of control. The executive is to exercise
authority and perform duties commensurate with his authority and duties
immediately prior to the effective date of the agreement. He is also to receive
compensation (including incentive compensation) during the term in an amount not
less than that which he was receiving immediately prior to the effective date.
If the executive's employment is actually or constructively terminated by the
Company without cause during the term of the agreement, the executive will be
entitled to receive a lump-sum severance allowance equal in Mr. Harris' case to
three times and in the case of the other named executive officers to twice the
compensation and benefits he would otherwise receive under the agreement for the
remainder of the term, plus reimbursement for any excise tax owed thereon and
for taxes payable by reason of the reimbursement.
All stock options granted by the Company under the Company's stock option plans
become immediately vested and exercisable upon a change of control as
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defined in the stock option agreements entered into with each optionee, provided
that at least one year has elapsed since the date the option was granted. The
definition of change of control in the stock option agreements is substantially
the same as in the employment protection agreements described above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
The compensation committee (the "Committee") of Genesco's board of directors has general oversight
responsibility for the compensation of the Company's executive officers. See
"Election of Directors -- Compensation Committee" for a detailed description of
the functions of the Committee.committee. The Committeecommittee is currently
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18 composed of the four
directors named at the end of this report, none of whom are employees of the
Company.
The compensation policies of the Committeecommittee are designed to attract and retain
qualified key management personnel and to provide motivation and reward for
achievement of the operating and strategic goals and objectives of the Company.
The Committeecommittee also seeks to increase key management's ownership of the Company's
common stock, with the goal of better aligning management's interests with those
of the Company's shareholders. It is the Committee'scommittee's policy to pay competitive
base salaries and to provide executive officers with the opportunity, through
annual cash incentive compensation, to earn above-average total cash
compensation based on the achievement of outstanding results. The principal
components of Genesco's executive compensation program currently are base
salary, annual cash incentive compensation and stock options.
Base Salary
It is the Committee'scommittee's general policy to approve competitive base salaries for
its executive officers. Salary ranges are established for each executive
officer's position, the mid-points of which approximate the median base salary
ranges for positions of similar scope, complexity and responsibility in
companies with comparable sales volume. The Committeecommittee annually reviews and, if
appropriate, adjusts executive officers' salary ranges after considering the
advice of senior management and independent compensation consultants. The
principal comparative data underlying the consultants' advice to the Committeecommittee
are limited neither to companies in the specific industries in which the Company
competes nor to the companies included in the S&P weighted average industry
index included in the stock performance graph. The Committeecommittee believes that the
Company competes with employers outside the specific industry in which it does
business to hire and retain
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qualified executives. In making individual base salary decisions, the Committeecommittee
may consider, in addition to relevant market survey data, a mix of factors,
including (i) the executive's experience, management and leadership ability and
technical skills; (ii) the executive's compensation history; (iii) corporate or,
if appropriate, operating unit performance and (iv) individual performance.
While the Committeecommittee typically gives greater weight to the objective, market
survey data, the weight to be given to the more subjective factors in particular
cases is within the Committee'scommittee's discretion.
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19
Incentive Compensation
Executive officers participate in Genesco's management incentive compensation
plan, which is designed to retain and motivate management and to focus its
attention on the achievement of the Company's annual operating plan and
identified, strategic objectives. The Committeecommittee reviews and adopts the plan
after consultation with senior management.
Plan participants are selected by the chief executive officer, who is not
eligible to participate in the plan. Approximately 309 management355 employees including all
executive officers except the chief executive officer participated in the plan
for Fiscal 2000; 355 management2001; 452 employees are participants in Fiscal 2001.2002.
Under the Fiscal 20002001 plan, executive officers were eligible to receive a
fraction or multiple of a target award equal to as much as 50% of their base
salaries. Participants who were presidents of the Company's operating divisions
were eligible to earn cash awards in amounts determined 50% on the basis of
changes in Economic Value Added (EVA*) for their respective divisions set by the
chief executive officer during the first quarter of the fiscal year, 25% on the
basis of EVA changes for the entire Company and 25% on the basis of individual
strategic goals agreed upon by the participant and the chief executive officer
during the first quarter of the fiscal year. Other participants' awards were
determined 75% on the basis of corporate EVA changes and 25% on the basis of
individual strategic goals similarly agreed with the chief executive officer.their supervisor. Participants'
achievement of EVA change goals is objectively measurable. EVA is determined by
subtracting a charge for the capital used to generate profit from a business
unit's net operating profit after taxes. Each business unit's expected
year-to-year change in EVA is determined in advance, as is the relationship
between the magnitude of changes in EVA relative to expected levels and the
bonus award. Achievement of individual strategic goals is somewhat subjective,
although some goals include objective criteria. The participant's supervisor,
generally in consultation with the participant, determines whether the goals
have been met.
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19
No portion of the award for achievement of individual strategic goals is
ordinarily to be paid unless some portion of the applicable award for operating
results was earned, although the plan authorized the Committeecommittee to consider
exceptions for extraordinary strategic successes upon the recommendation of the
chief executive officer. No exceptions of this nature were made under the Fiscal
20002001 plan. An operating division president could not earn a greater percentage
of the maximum award for corporate EVA changes than for his business unit's
operating results. The Plan includes the following "bonus bank" feature: Awards
for better than expected EVA are uncapped and a "negative award" for worse than
ex-
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pectedexpected results is possible. Any award in excess of three times the target
bonus and any negative award is credited to the participant's account in the
bonus bank. Each year, a participant will receive a payout equal to (i) the
current year's award, up to three times the target, plus (ii) one third of the
positive balance, if any, in the participant's account. Any positive balance is
forfeited if the participant voluntarily resigns from employment by the Company
or is terminated for cause. The Committeecommittee believes that the "bonus bank" feature
of the plan offers improved incentives for management to focus on building
long-term value in the Company, and that the forfeiture provisions will aid the
retention of key employees. Awards totaling $5,700,000$7,200,000 and averaging
approximately 2.422.79 times the target were paid out under the Fiscal 20002001 plan;
awards totaling $600,000 (net of negative "bank" balances)$1,500,000 were "banked."
- ---------------
* EVA is a registered trademark of Stern Stewart & Co.
Stock Options
The Committeecommittee believes that granting stock options to selected key executives of
the Company provides them with a strong incentive to make decisions which are in
the long-term best interests of the Company and thus serves to balance the
short-term annual cash incentive component of executive compensation. The
Committeecommittee further believes that options tend to align the financial interests of
management with those of the Company's shareholders, since the value of an
option is dependent upon improvement in the Company's performance and the
recognition of that improved performance in the market for the Company's common
stock. Options are granted with an exercise price equal to or greater than the
fair market value of the stock on the date of grant. Options are typically
granted to executive officers and other key employees on an annual basis and
typically become exercisable in installments of 25% of the total number of
shares subject to the options.
In Fiscal 2000,2001, the Committeecommittee granted a total of 355,500305,000 options to 7554
employees. Options granted under the plan expire ten years after the date of
grant. Staggering
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the vesting of exercise rights requires the executive to remain employed by the
Company for the entire vesting period to realize fully the gain on the total
number of shares covered by the option. A total of 7377 employees of the Company
held options to purchase shares of the Company's common stock as of April 27, 2000.
19
2126,
2001.
Chief Executive Officer Compensation
Mr. Harris received a base salary of $325,000$425,000 and a bonus of $579,215$746,045 for Fiscal
2000.2001. The bonus award approved by the Committeecommittee was based upon the same factors
as those underlying the Management Incentive Compensation Plan for the fiscal
year.
In February 1998, the Committeecommittee adopted a three-year, stock-based incentive
compensation plan for Mr. Harris pursuant to which Mr. Harris agreed to forego
salary increases and stock option grants during Fiscal 1999, 2000 and 2001. (In
October 2000, based upon its assessment of Mr. Harris' performance and the
Company's strong operating results, the committee elected to raise Mr. Harris'
annual compensation by $100,000 in Fiscal 2001.) The resulting gap between his
compensation level under the three-year plan and competitive base salaries and
incentive compensation for chief executive officers of competitive companies for
the three-year period -- approximately $2.4 million, according to the Company's
independent compensation consultants -- willwas to be bridged with annual awards of
common stock, contingent on the achievement of certain defined levels of growth
in the Company's revenues and in its ratio of earnings before interest and taxes
to sales. Each year's award will bewas multiplied by a factor between .75 and 1.25,
based on the achievement of certain predetermined goals with respect to the
Company's ratio of assets to sales. Based on the three years' results, Mr.
Harris may earn aearned the maximum of 300,000 shares, representing a total of
approximately 150% of the gap between competitive compensation levels and his
non-contingent compensation, over the three-year period.period, calculated as of the
beginning of the program. Mr. Harris received a grant of 118,449147,207 shares for
Fiscal 2000.2001.
In FebruaryOctober 2000, in lightthe committee approved a base salary of $539,000 and an annual
incentive target of $361,000 for Mr. Harris for Fiscal 2002. It also adopted a
new long-term incentive program including restricted stock valued at $470,000 on
the exceptional performancegrant date, and a variable cash component based on total return to
shareholders. The restricted stock component would vest at the end of three
years, subject to Mr. Harris' continued service as an employee or director of
the Company in
Fiscal 2000or his retirement with a covenant not to compete with the Company.
The cash portion would be payable, subject to the same conditions, based upon
the Company's total return to shareholders compared to the average of two
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21
published indices, the Bloomberg U.S. Apparel Index and the difficulties experienced during the last two yearsS&P Consumer
Cyclical Index, over three years. A total return performance by small
to mid-size market capitalization companies such as the Company
in achieving
growth in market value reflectingequal to the operational and earnings performance of
such companies, the Committee reconsidered the appropriatenessaverage of the primarily
stock-based incentive compensation plan adopted byindices would yield a $470,000 payout, with no
payout for a total return five percent or more below the Committeeaverage, a double
payout for Mr. Harris
in February 1998. The Committee in its review considered a number of subjectivetotal return five percent or more above the average, and
objective factors, includingproportional payouts for total returns between the operating performance of the Company
compared to business planentry, target and market analyst expectations, the relative
aggregate compensation level for chief executive officers of competitive
companies, and the performance of small to mid-size market cap companies in
general. After its review, the Committee believed given all the factors it
considered that Mr. Harris was not adequately compensated for the contributions
he has made in leading the Company to its strong, better-than-expected operating
performance and that his level of compensation should be adjusted to provide a
more competitive base salary for Fiscal 2001. The Committee voted to raise the
annual base salary by $100,000. The Committee also concluded that the equity
incentives previously
20
22
awarded to Mr. Harris were adequate incentives and therefore no new equity
awards were made to Mr. Harris.maximum
levels.
Tax Deductibility Limit
Section 162(m) of the Internal Revenue Code generally provides that certain
compensation in excess of $1 million per year paid to a company's chief
executive officer and any of its four other highest paid executive officers is
not deductible by a company unless the compensation qualifies for an exception.
This deduction limit generally applies only to compensation that could otherwise
be deducted by a company in a taxable year. The Committeecommittee believes that no
executive officer of the Company is likely to be paid compensation not exempt
from Section 162(m) limits exceeding $1 million in Fiscal 2001,2002, unless because
of better than planned operating results for the year, Mr. Harris'sHarris' bonus payout
exceeds approximately two times the target. The Committeecommittee considered that possibility in setting Mr.
Harris'sHarris' base salary and bonus opportunity and believes that the benefits to the
Company of the incentive outweigh the potential loss of a tax deduction for any
payout that results in his compensation's exceeding the Section 162(m) limit.
The Committeecommittee will consider the requirements of Section 162(m) in authorizing or
recommending future executive compensation arrangements.
By the Committee:
William A. Williamson, Jr., Chairman
Leonard L. Berry
Joel C. Gordon
Gary M. Witkin
2120
2322
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Company's common stock for the last five fiscal years with the cumulative total
return of (i) the S&P 500 Index and (ii) the S&P Footwear-500. The graph assumes
the investment of $100 in the Company's common stock, the S&P 500 Index and the
S&P Footwear-500 at the market close on January 31, 19951996 and the reinvestment
monthly of all dividends.
GENESCO INCINC. S&P 500 INDEX FOOTWEAR-500
----------------------- ------------- ------------
Jan 95 100.00 100.00 100.00
Jan 96 182.35 138.67 140.85100 100 100
Jan 97 411.76 175.19 267.21225.81 126.34 189.72
Jan 98 570.59 222.33 159.80312.90 160.34 113.46
Jan 99 350.02 294.57 173.51191.94 212.43 123.19
Jan 00 438.26 319.88 178.83240.32 230.69 126.96
Jan 01 658.06 230.28 160.87
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23
AUDIT MATTERS
PricewaterhouseCoopers LLP served as external auditors to the Company in the
fiscal year ended February 3, 2001, and have been retained in the same capacity
for the current fiscal year. Representatives of the firm are expected to be
present at the annual meeting, will have the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate questions.
AUDIT COMMITTEE REPORT
The audit committee, composed of the four independent directors named below,
oversees the Company's financial reporting process on behalf of the board of
directors. The committee's charter is included as Appendix A to this proxy
statement. Management has the primary responsibility for the financial
statements and the reporting process, including the system of internal controls.
The committee has met and held discussions with management and the Company's
external auditors. Management represented to the committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the committee has reviewed and discussed the
consolidated quarterly and annual financial statements with management and the
external auditors. The committee discussed with the external auditors matters
required to be discussed by Statement on Auditing Standards No. 61
(Communications With Audit Committees).
In addition, the committee has discussed with the external auditors the factors
which might be deemed to bear upon auditors' independence from the Company and
its management, including the matters in the written disclosures required by the
Independence Standards Board Standard No. 1 (Independence Discussions With Audit
Committees). The committee considered, among other factors, the fact that the
Company outsources its internal audit function and certain tax functions to its
external auditors, and considered whether the provision of the non-audit
services for which the external auditors were paid the amounts set forth under
the caption "All Other Fees" in the paragraph following this report is
compatible with the external auditors' independence.
The committee discussed with the Company's internal and external auditors the
overall scope and plan for their respective audits. The committee meets with the
internal and external auditors, with and without management present, to discuss
the results of their examinations, the evaluations of the Company's internal
controls, and the overall quality of the Company's financial statements and
reporting process.
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24
In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended February
3, 2001 for filing with the Securities and Exchange Commission.
By the Committee:
Joel C. Gordon, Chairman
Robert V. Dale
W. Lipscomb Davis, Jr.
Kathleen Mason
AUDIT FEES
PricewaterhouseCoopers LLP's fees for the fiscal year ended February 3, 2001 for
audit of the annual financial statements and the review of unaudited quarterly
financial statements included in Forms 10-Q were $273,600.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP did not render any services related to financial
information systems design and implementation for the fiscal year ended February
3, 2001.
ALL OTHER FEES
Aggregate fees billed for all other services rendered by PricewaterhouseCoopers
LLP for the fiscal year ended February 3, 2001 were $609,688. These services
include federal and state tax consulting and administration and retail store
auditing and similar internal audit services.
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25
APPROVAL OF AMENDMENT TO 1996 STOCK INCENTIVE PLAN
Subject to shareholder approval,The compensation committee and the board of directors hasbelieve that a key element
of officer, key employee and outside director compensation is stock-based
incentive compensation. Stock-based compensation advances the interests of the
Company by encouraging, and providing for, the acquisition of equity interests
in the Company by officers, key employees and non-employee directors, thereby
providing substantial motivation for superior performance and aligning their
interests with those of the shareholders. In 1996, to provide the Company with
an appropriate vehicle for such compensation, the board of directors adopted and
shareholders approved an
amendment to the provisions of the 1996 Stock Incentive Plan reallocating
100,000 shares covered by(the "Plan"). The board of
directors has amended the Plan, fromsubject to shareholder approval, to increase the pool available for grants to
employees to the pool available for grants to non-employee directors. The total
number of shares issuable thereunder by 2,000,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED AMENDMENT
TO THE PLAN AND YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
SUMMARY OF MATERIAL PROVISIONS OF THE PLAN
The following is a summary of the material provisions of the Plan.
SHARES. The Plan, as amended, provides for net aggregate awards of up to
4,400,000 shares. Prior to the proposed amendment, the Plan provided for the
issuance of up to 2,400,000 shares. The additional shares which the proposed
amendment would authorize constitute approximately nine percent of the common
stock outstanding as of April 30, 2001. Of the shares previously authorized,
200,000 shares are reserved for issuance to non-employee directors, as described
below. These shares would not be increased by the proposed amendment. If shares
subject to an option under the Plan cease to be subject to such option, are
forfeited, or otherwise terminate without a payment being made to the
participant in the form of common stock, such shares will again be available for
future distribution under the Plan.
PARTICIPATION. Awards under the Plan may be made to key employees, including
officers, of the Company, its subsidiaries and affiliates, but (except for the
grants of restricted stock and options to outside directors described below) may
not be granted to any director who is not also a regular employee of the
Company, its subsidiaries or affiliates. All the named executive officers, seven
other officers and key management employees, as identified by the compensation
committee, are eligible to receive awards under the Plan. Approximately 77
current officers and other key employees have received grants under the Plan.
Approximately 24 key
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26
employees have received grants from the shares authorized under the proposed
amendment, subject to its approval by shareholders.
Each outside director receives shares of common stock valued at $15,000 at the
date of the first annual meeting of shareholders at which he or she is elected
to the board of directors. The awards vest in three equal annual increments,
contingent upon the director's continued service on the board of directors. The
Plan also permits outside directors to elect, six months in advance of the
beginning of a fiscal year, to exchange part or all of their retainers for
common stock at 75% of its fair market value immediately prior to the beginning
of the fiscal year. Restricted stock received as automatic grants or in lieu of
retainer may not be transferred (except pursuant to the laws of descent and
distribution) until the earlier of the fifth anniversary of their grant or the
director's retirement from the board. Outside directors also receive automatic
annual grants of 4,000 options to purchase shares of common stock at the stock's
closing price on the New York Stock Exchange on the grant date. The options vest
six months after the grant date and expire in ten years.
ADMINISTRATION. The Plan is to be administered by a committee of no less than
two disinterested individuals appointed by the board of directors, which
committee is currently the compensation committee.
The compensation committee has no authority to determine the terms or conditions
of awards to outside directors.
AWARDS UNDER THE PLAN. The compensation committee has the authority to grant
the following type of awards to officers and key employees under the Plan: (1)
Stock Options, (2) Stock Appreciation Rights, (3) Restricted Stock and (4) Other
Stock-Based Awards.
1. Stock Options. Incentive stock options ("ISO") and non-qualified stock
options may be granted for such number of shares of common stock as the
committee determines and may be granted alone, in conjunction with, or in
tandem with, other awards under the Plan, but subject to the per person
limitation on awards. A stock option will be exercisable at such times and
subject to such terms and conditions as the committee may determine and
over a term to be determined by the committee, which term will be no more
than ten years after the date of grant. The option price for any ISO will
not be less than 100% (110% in the case of certain 10% shareholders) of the
fair market value of the common stock as of the date of grant. Payment of
the option price may be in cash, or, as determined by the committee, by
unrestricted common stock having a fair market value equal to the option
price.
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27
For non-qualified stock options, payment if permitted by the committee may
also be made in the form of restricted stock.
2. Stock Appreciation Rights. Stock appreciation rights ("SARs") may be
granted in conjunction with all or part of a stock option and will be
exercisable only when the underlying stock option is exercisable. Once an
SAR has been exercised, the related portion of the stock option underlying
the SAR will terminate.
Upon exercise of an SAR, the committee will pay to the employee in cash, or
common stock (the method of payment to be at the discretion of the
committee), an amount of money equal to the excess between the fair market
value of the stock on the exercise date and the price of the option
multiplied by the number of SARs being exercised.
In addition to the foregoing SARs, the committee may grant limited SARs
which will be exercisable only in the event of a change in control or
potential change in control of the Company as defined in the Plan. In
awarding SARs or limited SARs, the committee may provide that in the event
of a change in control or potential change in control, SARs or limited SARs
may be cashed out on the basis of the change in control price, as defined
in the Plan.
3. Restricted Stock. Restricted stock may be granted alone, in conjunction
with, or in tandem with, other awards under the Plan and may be conditioned
upon the attainment of specific performance goals or such other factors as
the committee may determine. The provisions attendant to a grant of
restricted stock may vary from participant to participant.
In making an award of restricted stock, the committee will determine the
periods during which the stock is subject to forfeiture and may grant such
stock at a purchase price equal to or less than the par value of the common
stock.
During the restriction period, the employee may not sell, transfer, pledge
or assign the restricted stock. The certificate evidencing the restricted
stock will remain in the possession of the Company until the restrictions
have lapsed.
4. Other Stock-Based Awards. The committee may also grant other types of
awards that are valued, in whole or in part, by reference to or otherwise
based on common stock. These awards may be granted alone, in addition to,
or in tandem with, stock options, SARs and restricted stock. Such awards
will be made upon terms and conditions as the committee may in its
discretion provide.
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28
CHANGE IN CONTROL PROVISIONS. If there is a change in control or a potential
change in control, any SARs and stock options which are not then exercisable
will become fully exercisable and vested. Similarly, the restrictions applicable
to restricted stock and other stock-based awards will lapse and such shares and
awards will be deemed fully vested. Stock options, SARs, limited SARs,
restricted stock and other stock-based awards, will, unless otherwise determined
by the committee in its sole discretion, be cashed out on the basis of the
change in control price described below. Options granted to outside directors
will vest, but will not be cashed out, upon a change in control.
The change in control price is the highest price per share paid in any
transaction reported on the New York Stock Exchange composite index, or paid or
offered to be paid in any bona fide transaction relating to a potential or
actual change in control of the Company, at any time during the immediately
preceding 60 day period as defined by the committee. A change in control occurs
if (i) any person becomes a beneficial owner directly or indirectly of 25% or
more of the total voting stock of the Company (subject to certain exceptions),
(ii) as a result of, or in connection with, any cash tender or exchange offer,
merger or other business combination or similar transaction less than a majority
of the combined voting power of the then outstanding securities of the Company
are held in the aggregate by the holders of Company securities entitled to vote
generally in the election of directors immediately prior to such transaction or
(iii) during any period of two consecutive years, individuals which at the
beginning of such period constitute the board of directors cease for any reason
to constitute at least a majority thereof. A potential change in control means
(i) approval by the shareholders of an agreement which, if completed, would
remain unchanged.
22constitute a change in control or (ii) the acquisition by a person of 5% or more
of the total voting stock of the Company and the adoption by the board of
directors of a resolution that a potential change in control, as defined in the
Plan, has occurred.
AMENDMENT. The Plan may be amended by the board of directors, except that the
board may not, without the approval of the Company's shareholders, increase the
number of shares available for distribution, change the pricing rule applicable
to stock options, change the class of employees eligible to receive awards under
the Plan, or extend the term of any option award. The provisions of the Plan
relating to grants to outside directors may not be amended more than once every
six months except to comply with changes in the Internal Revenue Code of 1986,
as amended (the "Code"), and the Employee Retirement Income Security Act of
1974, as amended, and the regulations thereunder.
27
2429
ADJUSTMENT. In the case of a stock split, stock dividend, reclassification,
recapitalization, merger, reorganization or other changes in the Company's
structure affecting the common stock, appropriate adjustments will be made by
the committee, in its sole discretion, in the number of shares reserved under
the Plan, in the maximum number of shares issuable to any single employee, in
the number of shares covered by options and other awards then outstanding under
the Plan and, where applicable, the exercise price for awards under the Plan.
FEDERAL INCOME TAX ASPECTS. The following is a brief summary of the federal
income tax aspects of awards made under the Plan based upon the federal income
tax laws in effect on the date hereof. This summary is not intended to be
exhaustive, and does not describe state or local tax consequences:
1. Incentive Stock Options. No taxable income is realized by the
participant upon the grant or exercise of an ISO. If common stock is issued
to a participant pursuant to the exercise of an ISO, and if no
disqualifying disposition of the shares is made by the participant within
two years of the date of grant or within one year after the transfer of the
shares to the participant, then: (a) upon the sale of the shares, any
amount realized in excess of the option price will be taxed to the
participant as a long-term capital gain, and any loss sustained will be a
capital loss and (b) no deduction will be allowed to the Company for
federal income tax purposes. The exercise of an ISO will give rise to an
item of tax preference that may result in an alternative minimum tax
liability for the participant unless the participant makes a disqualifying
disposition of the shares received upon exercise.
If common stock acquired upon the exercise of an ISO is disposed of prior
to the expiration of the holding periods described above, then generally:
(a) the participant will realize ordinary income in the year of disposition
in an amount equal to the excess, if any, of the fair market value of the
shares at exercise (or, if less, the amount realized on the disposition of
the shares) over the option price paid for such shares and (b) the Company
will be entitled to deduct any such recognized amount. Any further gain or
loss realized by the participant will be taxed as short-term or long-term
capital gain or loss, as the case may be, and will not result in any
deduction by the Company.
Subject to certain exceptions for disability or death, if an ISO is
exercised more than three months following the termination of the
participant's employment, the option will generally be taxed as a
non-qualified stock option.
2. Non-Qualified Stock Options. Except as noted below, with respect to
non-qualified stock options: (a) no income is realized by the participant
at the
28
30
time the option is granted; (b) generally upon exercise of the option, the
participant realizes ordinary income in an amount equal to the difference
between the option price paid for the shares and the fair market value of
the shares on the date of exercise and the Company will be entitled to a
tax deduction in the same amount and (c) at disposition, any appreciation
(or depreciation) after date of exercise is treated either as short-term or
long-term capital gain or loss, depending upon the length of time that the
participant has held the shares.
3. Stock Appreciation Rights. No income will be realized by a participant
in connection with the grant of an SAR. When the SAR is exercised, the
participant will generally be required to include as taxable ordinary
income in the year of exercise, an amount equal to the amount of cash and
the fair market value of any shares received. The Company will be entitled
to a deduction at the time and in the amount included in the participant's
income by reason of the exercise. If the participant receives common stock
upon exercise of an SAR, the post-exercise appreciation or depreciation
will be treated in the same manner discussed above under "Non-Qualified
Stock Options."
4. Restricted Stock. A participant receiving restricted stock generally
will recognize ordinary income in the amount of the fair market value of
the restricted stock at the time the stock is no longer subject to
forfeiture, less the consideration paid for the stock. However, a
participant may elect, under Section 83(b) of the Code within 30 days of
the grant of the stock, to recognize taxable ordinary income on the date of
grant equal to the excess of the fair market value of the shares of
restricted stock (determined without regard to the restrictions) over the
purchase price of the restricted stock. Thereafter, if the shares are
forfeited, the participant will be entitled to a deduction, refund, or
loss, for tax purposes only, in an amount equal to the purchase price of
the forfeited shares regardless of whether he made a Section 83(b)
election. With respect to the sale of shares after the forfeiture period
has expired, the holding period to determine whether the participant has
long-term or short-term capital gain or loss generally begins when the
restriction period expires and the tax basis for such shares will generally
be based on the fair market value of such shares on such date. However, if
the participant makes an election under Section 83(b), the holding period
will commence on the date of grant, the tax basis will be equal to the fair
market value of shares on such date (determined without regard to
restrictions), and the Company generally will be entitled to a deduction
equal to the amount that is taxable as ordinary income to the participant
in the year that such income is taxable.
29
31
5. Dividends and Dividend Equivalents. Dividends paid on restricted stock
generally will be treated as compensation that is taxable as ordinary
income to the participant, and will be deductible by the Company. If,
however, the participant makes a Section 83(b) election, the dividends will
be taxable as ordinary income to the participant but will not be deductible
by the Company.
6. Other Stock-Based Awards. The federal income tax treatment of other
stock-based awards will depend on the nature of any such award and the
restrictions applicable to such award. Such an award may, depending on the
conditions applicable to the award, be taxable as an option, an award of
restricted stock, or in a manner not described herein.
30
32
NEW PLAN BENEFITS
PROPOSED AMENDMENT TO 1996 STOCK INCENTIVE PLAN
- -------------------------------------------------------------------------------
NAME AND POSITION DOLLAR VALUE($) NUMBER OF UNITS
- -------------------------------------------------------------------------------
Ben T. Harris -0- -0-(1) (1)
Chairman President and Chief Executive Officer
Hal N. Pennington -0- -0-
Executive Vice(1) (1)
President and Chief Operating Officer
James S. Gulmi (1) (1)
Senior Vice President Finance and Chief
Financial Officer
James W. Boscamp -0- -0-(2) 5,000(2)
Senior Vice President
James S. Gulmi, -0- -0-C. Estepa (3) 25,000(3)
Senior Vice President
Roger G. Sisson, -0- -0-
Secretary and General Counsel
Executive Director Group -0- -0-
Non-Executive Director Group (1) 100,0000 0
Non-Executive Officer -0- -0-(4) 66,500(4)
Employee Group
===============================================================================- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Not presently determinable. Shares allocateddeterminable; eligible for future grants from the additional
shares proposed to non-executive directors bybe authorized.
(2) Granted contingent on shareholder approval of the proposed amendment would be used for grants of restricted stock andamendment. The
options withhave an exercise price equal to theof $17.75, fair market value on the grant
date. He is also eligible for future grants from the additional shares
proposed to be authorized.
(3) Granted contingent on shareholder approval of the underlying
shares atproposed amendment. The
options have an exercise price of $17.75, fair market value on the grant
date, all pursuantdate. He is also eligible for future grants from the additional shares
proposed to be authorized.
(4) Granted contingent on shareholder approval of the Plan.proposed amendment. The
options have an exercise price of $17.75, fair market value on the grant
date. The employees are also eligible for future grants from the additional
shares proposed to be authorized.
31
33
THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY THE HOLDERS OF COMMON STOCK FOR THE
PROPOSED AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN, AND YOUR PROXY WILL BE SO
VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSALS FOR THE 20012002 ANNUAL MEETING
Proposals of shareholders intended for inclusion in the proxy material for the
20012002 annual meeting of shareholders must be received at the Company's offices at
Genesco Park, P. O. Box 731, Nashville, Tennessee 37202-0731, attention of the
secretary, no later than January 25, 2001.
232002.
32
2534
APPENDIX A
GENESCO INC.
CHARTER
OF
AUDIT COMMITTEE
The audit committee (the "Committee") is appointed by the board of directors
(the "Board") to assist the Board in monitoring on a periodic basis the
processes used by Genesco Inc. (the "Company") to produce financial statements,
the Company's systems of internal accounting and financial controls, and the
independence of the Company's outside auditors.
In discharging its responsibilities, the Committee is empowered to investigate
any matter with full access to all books, records, facilities and personnel of
the Company and the power to retain outside counsel, auditors or other experts
or consultants for this purpose. The Committee shall make regular reports to the
Board.
The Committee shall review and reassess the adequacy of this Charter on an
annual basis and submit it annually to the Board for approval.
The Committee shall be comprised of not less than three members of the Board,
and the Committee's composition and experience will meet the applicable listing
standards of the New York Stock Exchange.
Accordingly, all of the members will be directors:
1. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and
2. Who are financially literate (as determined by the Board) or who become
financially literate within a reasonable period of time after
appointment to the Committee. In addition, at least one member of the
Committee will have accounting or related financial management expertise
(as determined by the Board).
The Committee's monitoring responsibility recognizes that the Company's
management is responsible for preparing the Company's financial statements in
accordance with generally accepted accounting principles and that the outside
auditors are responsible for auditing those financial statements. Additionally,
the Committee recognizes that the Company's financial management, as well as its
outside auditors, have more time, knowledge and more detailed information on the
Company and its financial reports than do Committee members; conse-
A-1
35
quently, in carrying out its responsibilities, the Committee is not providing
any expert or special assurance as to the Company's financial statements and is
not conducting an audit or investigation of the financial statements or
determining that the Company's financial statements are true and complete or are
in accordance with generally accepted accounting principles.
The following functions shall be the common recurring activities of the
Committee in carrying out its monitoring responsibilities. These functions are
set forth as a guide with the understanding that the Committee may diverge from
this guide as it deems appropriate given the circumstances.
- The Committee shall review with management and the outside auditors the
annual audited financial statements to be included in the Company's
Annual Report on Form 10-K (or the Annual Report to Shareholders if
distributed prior to the filing of Form 10-K) and review and consider
with the outside auditors the matters required to be discussed by
Statements of Auditing Standards ("SAS") No. 61 and No. 90.
- As a whole, or through the Committee chair, the Committee shall review
with the outside auditors the Company's interim financial results to be
included in the Company's quarterly reports to be filed with the
Securities and Exchange Commission on Form 10-Q and the matters required
to be discussed by SAS No. 61 and No. 90; this review will occur prior to
the Company's filing of the Form 10-Q.
- The Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls that could
significantly affect the Company's financial statements.
- The Committee shall:
- request from the outside auditors annually a formal written statement
delineating all relationships between the outside auditors and the
Company that may impact the objectivity and independence of the
outside auditors, consistent with Independence Standards Board
Standard Number 1;
- discuss with the outside auditors in an active dialogue any such
disclosed relationships and their impact on the outside auditors'
independence; and
- if determined appropriate by the Committee, recommend that the Board
take appropriate action in response to the outside auditor's report to
ensure the outside auditor's independence.
A-2
36
- The Committee, subject to any action that may be taken by the Board,
shall have the ultimate authority and responsibility to select (or
nominate for shareholder approval), evaluate and, where appropriate,
replace the outside auditors, and the outside auditors are ultimately
accountable to the Board and the Committee.
A-3
37
TABLE OF CONTENTS
PAGE
----
Notice....................... 1
Voting Securities............ 3
Election of Directors........ 3
Security Ownership of
Officers, Directors and
Principal Shareholders..... 109
Executive Compensation....... 1312
Stock Performance Graph...... 21
Audit Matters................ 22
Approval of Amendment to
1996 Stock Incentive
Plan....................... 2224
Proposals for the 20012002
Annual Meeting............. 2332
Charter of Audit Committee... A-1
(GENESCO LOGO)
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING
OF SHAREHOLDERS
JUNE 28, 200027, 2001
26
PROXY38
P
R
O
X
Y
GENESCO INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING JUNE 28, 200027, 2001
The undersigned hereby constitutes and appoints Ben T. Harris and W. Lipscomb
Davis, Jr., and each of them, his true and lawful agents and proxies with full
power of substitution in each, to represent the undersigned at the Annual
Meeting of Shareholders of GENESCO INC. to be held on June 28, 2000,27, 2001, and at any
adjournments thereof, on all matters coming before said meeting.
CHANGE OF ADDRESS: (Comments)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(If you have written in the above space, please mark in the corresponding box on
the reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE. YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, THOUGH YOU MUST SIGN AND RETURN
THIS CARD IF YOU WISH YOUR SHARES TO BE VOTED.
-------------
|SEE REVERSE|
|-----------
SEE REVERSE
SIDE
|
-------------
[X] Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR each of the
proposals referred to below.
The Board of Directors recommends a vote FOR all proposals.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] NOMINEES: 2. Approval of Amendment to [ ] [ ] [ ]
Directors L.L. Berry, R.V. Dale, W.L. Davis, Jr., 1996 Stock Incentive Plan
B.T. Harris, K. Mason, J.C. Gordon, H.N.
Pennington, W.A. Williamson, Jr., W.S.
Wire II and G.M. Wilkin
For, except vote withheld from Change of [ ]
the nominee(s) indicated below: Address/
Comments on By signing, you revoke all proxies heretofore given.
- ------------------------------- Reverse Side
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S) __________________________________________________________ DATE ________________-----------
39
1469
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE
PROPOSALS REFERRED TO BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
1. Election of Directors
FOR WITHHELD
/ / / /
Nominees:
L. L. Berry, R.V. Dale, W.L. Davis, Jr.,
M.C. Diamond, B.T. Harris, K. Mason,
H.N. Pennington, L.H. Potter, W.A. Williamson, Jr. and W.S. Wire II
For, except vote withheld from the nominee(s) indicated below:
_________________________________________
Change of / /
Address/
Comments on
Reverse Side
2. Approval of Amendment to 1996 Stock Incentive Plan
FOR AGAINST ABSTAIN
/ / / / / /
By signing, you revoke all proxies heretofore given.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature(s) _________________________________________________ DATE ___________
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If signer is a corporation,
please sign full corporate name by duly authorized officer.