Notice of Annual Meeting of Shareholders

The annual meeting of shareholders of Genesco Inc. (the “Company”) will be held at the Company’s executive offices, Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee 37217, on Thursday, June 22, 2017,28, 2018, at 10:00 a.m. Central Time.

The agenda will include the following items:

Shareholders of record at the close of business on April 24, 2017,30, 2018, are entitled to receive this notice and vote at the meeting and any adjournment or postponement thereof.

By order of the board of directors,

Roger G. Sisson

Secretary

May 12, 201716, 2018

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

JUNE 22, 201728, 2018

The board of directors of Genesco Inc. (“Genesco” or the “Company”) is soliciting proxies to be voted at the 20172018 annual meeting of shareholders. The meeting will be held at the Company’s executive offices at 10:00 a.m. Central Time, on Thursday, June 22, 2017.28, 2018. The Company’s executive offices are located at Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee 37217. The notice that accompanies this proxy statement describes the items on the meeting agenda.

The Company will pay the cost of the proxy solicitation. The Company has retained Georgeson LLC to assist in the proxy solicitation. Proxies may be solicited by mail, in person, by telephone, and via the internet. It will pay Georgeson a proxy solicitation fee of $12,750,$13,000, plus $6.00 per completed telephone call to shareholders in the event that active solicitation is required, and reimburse its expenses. Directors, officers and other employees of the Company may also solicit proxies personally, by mail, telephone, email or other electronic means, but will receive no extra compensation for any solicitation activities. 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 unanimously recommends (i.e., FOR the election of each of the teneleven directors listed in this proxy statement, FOR thenon-binding, advisory vote on the Company’s named executive compensation, every year as the desired frequency of future votes on executiveofficers’ compensation, and FOR the proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm to the Company for the current year), unless otherwise specified. 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, by casting a new vote by telephone or the internet 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 matters described in the accompanying notice. If any other matter properly comes before the meeting, persons named as proxies will use their best judgment to decide how to vote with respect to such matters.

These proxy materials were first mailed to certain shareholders on or about May 12, 2017.16, 2018. Also on that date, the Company mailed to all shareholders of record at the close of business on April 24, 2017,30, 2018, a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and the Company’s annual report online and how to vote online.

The proxy statement for the annual meeting and the annual report for the fiscal year ended January 28, 2017February 3, 2018 are available atwww.envisionreports.com/GCOB, which does not have “cookies” that identify visitors to the site.

VOTING SECURITIES

The holders of the Company’s Employees’ Subordinated Convertible Preferred Stock and the common stock will vote together as a single group at the annual meeting.

April 24, 201730, 2018 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:

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. For the election of directors, you may vote FOR each of the nominees to the board of directors, or you may WITHHOLD authority with respect to all nominees or one or more nominees. For the proposal on the frequency of advisory votes on executive compensation, you may vote in favor of holding such votes at ONE, TWO, or THREE year intervals, or you may abstain from voting on the proposal. For all other proposals, you may vote FOR or AGAINST each proposal or abstain from voting on the proposal. Abstentions and shares represented at the meeting, but not voted on a particular matter due to a broker’s lack of discretionary voting power (“brokernon-votes”), will be counted for quorum purposes but not as votes cast forFOR or againstAGAINST a matter. Accordingly, neither abstentions nor brokernon-votes will have any legal effect on whether a proposal is approved. Additionally, WITHHOLD votes will have no effect on the outcome of the election of directors. The ratification of the independent registered public accounting firm is a routine matter as to which, under applicable New York Stock Exchange (“NYSE”) 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. The proposals regarding the election of directors and the approval, on anon-binding,advisory basis, of the compensation of the Company’s named executive officers, in each case, as disclosed in this proxy statement, are considerednon-routine under the rules of the NYSE and failure to instruct your broker on how to vote on executive compensation, and the advisory votethese matters will result in a brokernon-vote. Therefore, it is very important that you instruct your broker how you wish your shares to be voted on the frequency of advisory votes on executive compensation, are not matters as to which a broker may exercise discretionary voting authority.these matters.

Each of the director nominees must receive affirmative votes from a plurality of the votes cast to be elected. The proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm to the Company will be approved if the votes cast in favor ofFOR the proposal exceed the votes cast against it.AGAINST. The executive compensation of the Company’s named executive officers will be deemed approved if the votes cast in favor ofFOR the proposal exceed the votes cast against it;AGAINST; however, this is an advisory vote and is not binding on the board of directors. The option of one year, two years or three years that receives the highest number of votes cast will be the frequency of the advisory vote on executive compensation selected by our shareholders.

PROPOSAL 1

ELECTION OF DIRECTORS

TenEleven 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 qualified. A plurality of the votes cast by the shares entitled to vote in the election is required to elect a director. All the nominees are presently serving as directors, and all have agreed to serve if elected. All directors except Marjorie L. Bowen and Joshua E. Schechter, who were appointed to the board pursuant to the Cooperation Agreement with Legion Partners described below under the heading “Cooperation Agreement with Legion Partners,” have been previously elected by the Company’s shareholders. 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 willmay reduce the number of directors comprising the board, as permitted by the Company’s Amended and Restated Bylaws (the “Bylaws”), or the proxies will be voted for a substitute nominee recommended by the board of directors.

The board of directors unanimously recommends that the shareholders vote FOR all of the director nominees.

Information Concerning Nominees

All the Company’s directors have demonstrated business acumen, the ability to exercise sound business judgment, and a commitment to serve the Company as directors. They also bring a variety of professional backgrounds and leadership experience that contribute to the effectiveness of the board in fulfilling its responsibilities to the Company. Set forth below is biographical information about each director and a discussion of factors in his or her experience that the board views as supporting his or her continued service on the board.

JOANNA BARSH, 64,65,Director Emeritus, McKinsey & Company; Independent Consultant.Ms. Barsh joined Genesco’s board in November 2013. She became a director emeritus of McKinsey & Company, a global management consulting firm, in March 2013, after more than 30 years with that firm, where she had been a senior partner since 1994. She is the author of several books. The board believes that Ms. Barsh’s expertise gained through more than three decades of helping management teams and boards identify market opportunities and chart and implement strategies provides valuable insight to Genesco’s board and management.

LEONARDMARJORIE L. BERRY, Ph.D., 74,BOWEN, 53,University Distinguished ProfessorRetired Managing Director, Houlihan Lokey.Ms. Bowen joined Genesco’s board in April 2018. Ms. Bowen was an investment banker with Houlihan Lokey from 1989 until 2007, serving as managing director since 1997. Ms. Bowen also has served as special independent director on the board of Marketing, Presidential ProfessorIllinois Power Generating Company (a subsidiary of Dynegy) since December 2013 and serves as a director for Teaching Excellence, Regents Professor, Texas A&M University.Dr. Berry has beentwo privately held companies, SquareTwo Financial and OmniForce Holdings. Recently, Ms. Bowen served as the audit committee chair on the board of Hansen Medical, Inc. and previously served on the boards of six other public and private companies, including as a professordirector of marketing at Texas A&M University since 1982. He is alsoGlobal Aviation Holdings from 2008 to 2014 and as a Senior Fellow at the Institute for Healthcare Improvement in Cambridge, Massachusetts. He is the founderdirector of the Center for Retailing Studies, holds the M.B. Zale Chair in RetailingThe Talbots, Inc. from 2010 to 2012. The board views Ms. Bowen’s extensive experience advising public companies and Marketing Leadership at Texas A&Mbackground on other public and is the author of numerous books. He became a Genesco director in 1999. Dr. Berry bringsprivate company boards as beneficial to the board the benefits of years of thinking, writing, and teaching about the role of quality service in retail and other sectors, including healthcare, as well as the perspective gained from service on other corporate and non-profit boards.board.

JAMES W. BRADFORD, 70,71,Retired Dean, Owen Graduate School of Management, Vanderbilt University.Mr. Bradford, who joined Genesco’s board in 2005, has served as lead independent director since June 2012. He was Dean and Ralph Owen Professor for the Practice of Management in the Owen Graduate School of Management of Vanderbilt University from 2005 until his retirement in June 2013. He joined the Owen School faculty and

administration in 2002. He was president and chief executive officer of United Glass Corporation from 1999 to 2001 and president and chief executive officer of AFG Industries, Inc. from 1992 to 1999, having joined that company in 1984 as general counsel after 11 years in private law practice. Mr. Bradford is a director of Granite Construction Incorporated, a publicly-held heavy civil contractor and construction materials producer, and a director andnon-executive chairman of Cracker Barrel Old Country Store, Inc., a publicly-held restaurant holding company. The board views Mr. Bradford’s extensive leadership experience at the university and in private industry as providing a significant perspective to the board and management.

ROBERT J. DENNIS, 63,64,Chairman, President and Chief Executive Officer, Genesco.Mr. Dennis joined Genesco in April 2004 as chief executive officer of Hat World Corporation. Mr. Dennis was named senior vice president of the Company in June 2004 and executive vice president and chief operating officer in 2005, with oversight responsibility for all the Company’s operating divisions, and became a director of the Company in 2006. He was named president in 2006, chief executive officer in August 2008 and chairman in April 2010. Prior to joining the Company, Mr. Dennis joined Hat World in 2001 from Asbury Automotive, where he was employed in senior management roles beginning in 1998. Mr. Dennis was with McKinsey & Company, an international consulting firm, from 1984 to 1997, becoming a partner in 1990. Mr. Dennis is also a director of CoreCivic Inc., a publicly-traded, full-service corrections management and real estate solutions provider, and HCA Holdings, Inc., a publicly-traded provider of health-care services. Mr. Dennis brings to his board service a knowledge of the Company’s business and responsibility for its strategic direction and operating performance, as well as a broad background in retailing.

MATTHEW C. DIAMOND, 48,49,Chief Executive Officer, Defy Media, LLC.Mr. Diamondco-founded Alloy, Inc. in 1996, a privately-held marketing and media company focusing on the youth marketdemographic through television, film, and digital media, which merged with Break Media in October 2013 to form Defy Media. He remains Chief Executive Officer of Defy Media, LLC. Mr. Diamond was a director of Alloy since its founding, and was named its chairman and chief executive officer in 1999. He has been a director of Genesco since 2001. The board considers Mr. Diamond’s experience in marketing to be a key demographic of the Company’s Journeys and Lids businesses, his knowledge of digital media and direct marketing, and his senior management experience to be important contributors to the effectiveness of Genesco’s board.

MARTY G. DICKENS, 69,70,Retired President,AT&T-Tennessee.Mr. Dickens, who joined Genesco’s board in 2003, retired fromAT&T-Tennessee in 2007, after serving as its president for nine years. He held a number of positions with BellSouth/AT&T Corp. and its predecessors and affiliates since 1999, following more than six years as an executive vice president with BellSouth International. Mr. Dickens is also lead director of Pinnacle Financial Partners, Inc., a publicly-traded bank holding company, chairman of the board of Harpeth Companies, a privately-held investment banking, consulting, and ventures company, and a director of a number of charitable and community organizations. The board believes that Mr. Dickens’ experience in various positions with BellSouth and AT&T, including his international experience, and his extensive involvement in the Company’s headquarters community, Nashville, Tennessee, are beneficial to the board and to the Company.

THURGOOD MARSHALL, JR., 60,61,Partner, Morgan, Lewis & Bockius LLP.Mr. Marshall, who joined Genesco’s board in 2012, is a partner in the Washington, D.C. office of the law firm of Morgan, Lewis & Bockius LLP. He also serves on the boards of CoreCivic Inc., apublicly-traded,full-service corrections management and real estate solutions provider, Ethics Resource Center,Compliance and Certification Institute, and the Ford Foundation. Mr. Marshall’s professional background includes service in all three branches of the federal government and in the private sector. Prior to joining a predecessor of Morgan, Lewis & Bockius LLP as a partner in 2001, he served in roles including Assistant to the President and Cabinet Secretary from 1997 to 2001,co-chair of the White House Olympic Task Force in connection with the 2002 Winter Olympics, director of legislative affairs and deputy counsel to the Vice President,

and counsel to the Senate Judiciary Committee, the Committee on Commerce, Science & Transportation, and the Governmental Affairs Committee. The board believes that Mr. Marshall’s extensive experience in government service and his expertise in corporate governance and oversight gained through service as a director infor-profit,non-profit, and public sectors, bring unique and valuable perspective to Genesco.

KATHLEEN MASON, 68,69,Former President and Chief Executive Officer, Tuesday Morning Corporation.Ms. Mason, who joined Genesco’s board in 1996, served as president and chief executive officer of Tuesday Morning Corporation, an operator of first-quality discount and closeout home furnishing and gift stores, from 2000 until June 2012. 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. (now Target Corporation). Ms. Mason has also served as a director of other national retailers. Ms. Mason’s senior executive and board experience with other national retail companies provide her with a valuable perspective on a number of issues directly relevant to the Company’s business.

KEVIN P. McDERMOTT, 63,64,Former Partner, KPMG LLP. Mr. McDermott retired as a partner of the international accounting firm KPMG LLP in 2013, after having been associated with the firm for 33 years in various capacities, including audit engagement partner, SECSecurities and Exchange Commission (the “SEC”) reviewing partner, professional practice partner, and audit partner in the firm’s Office of General Counsel. He is a member of the board of directors and audit committee of Daktronics, Inc., a publicly-traded provider of electronic scoreboards and display systems, and has served on the boards of several community, arts and religious organizations. Mr. McDermott joined Genesco’s board of directors in February 2016. The board considers Mr. McDermott’s broad exposure to many businesses and his knowledge of accounting, auditing, and public reporting gained in his career with KPMG to be valuable to the board and to the Company.

JOSHUA E. SCHECHTER, 45,Retired Managing Director, Steel Partners Ltd. Mr. Schechter joined Genesco’s board in April 2018. Mr. Schechter is currently chairman of the board of Support.com, Inc., a post he has held since June 2016. Mr. Schechter has also served as a director of Viad Corp., an S&P SmallCap 600 international experiential services company, since April 2015. From 2001 to June 2013, Mr. Schechter served as managing director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to June 2013, Mr. Schechter served asco-president of Steel Partners Japan Asset Management, LP, a private company offering investment services. The board considers Mr. Schechter’s past and present investment experience valuable in the ability to assess Genesco’s current and future growth prospects.

DAVID M. TEHLE, 60,61,Retired Executive Vice President and Chief Financial Officer, Dollar General Corporation. Mr. Tehle, who joined Genesco’s board in February 2016, retired in 2015 as executive vice president and chief financial officer of Dollar General Corporation, a publicly-traded retailer, where he had served in the senior finance role since 2004. Prior to Dollar General, he was chief financial officer of Haggar Corporation from 1997 to 2004, after having held finance positions at several companies, including Ryder System, Inc. and Texas Instruments Incorporated. He is a director of Jack in the Box, Inc, a publicly-traded restaurant company, US Foods Holding Corp., a publicly-traded food service distributor, National Vision, Inc., a discount eyewear company, and has been a director of various community organizations. The board believes that Mr. Tehle’s knowledge of finance and his experience as chief financial officer of a public company bring an important perspective to the board.

Director Independence

The board has determined that Ms. Barsh, Dr. Berry,Ms. Bowen, Mr. Bradford, Mr. Diamond, Mr. Dickens, Mr. Marshall, Ms. Mason, Mr. McDermott, Mr. Schechter and Mr. Tehle are independent under applicable Securities and Exchange Commission (“SEC”)SEC and NYSE rules. No arrangement or understanding exists between any director or executive officer of the Company and any other person pursuant to which any of them were selected as a director or executive officer, except that Ms. Bowen and Mr. Schechter were appointed as directors of the Company in connection with the Cooperation Agreement with Legion Partners and 4010 Capital, as discussed below. In making this determination, the board considered the following payments made by the Company in the fiscal year ended January 28, 2017February 3, 2018 (“Fiscal 2017”2018”):

The board determined that none of such payments affected the independence of the directors affiliated with the recipient organizations. In making the determination with respect to Mr. Marshall, the board considered the immateriality of the Company’s payments to Mr. Marshall’s firm relative to its revenues, including the fact that the payments represented less than $600$850 per partner in the firm. It also considered the facts that Mr. Marshall was not personally involved in the provision or supervision of legal services to the Company, that Mr. Marshall did not receive a disproportionate share of such payments relative to payments from clients of the firm, that Mr. Marshall does not serve as a director of the firm, and that the Company’s relationship with the firm predates Mr. Marshall’s affiliation with the firm, which resulted from a merger with his prior firm in November 2014, by more than 30 years.

Certain Relationships and Related Transactions

The Company is not aware of any related-party transactions since the beginning of the last fiscal year between the Company and any of its directors, executive officers, 5% shareholders or their family members that are required to be disclosed under Item 404 of RegulationS-K (“Item 404”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Each year, the Company requires its directors and executive officers to complete a comprehensive questionnaire, one of the purposes of which is to disclose any related-party transactions with the Company, including any potential Item 404 transactions.

The board of directors of the Company has adopted a written policy which provides that any transaction between the Company and any of its directors, nominees for director, executive officers, or significant shareholders or affiliates thereof, must be in the best interest of the Company and must be approved and ratified by the audit committee or, in certain circumstances, the board of directors. Any member of the audit committee or the board of directors, if necessary, will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction. The Company does not have a history of engaging in related-partyrelated party transactions with its directors or executive officers or their respective related persons or affiliates and does not have a formal or other written policy regarding the review, approval or ratification of such transactions. Any material proposed related-party transaction, including any Item 404 transaction irrespective of materiality, would, however, be brought before the board of directors or a specially designated committee thereof (with any interested director recusing himself or herself from the proceedings) to be specifically considered and approved before the Company would knowingly engage in any such transaction.affiliates.

Board Committees and Meetings

The board of directors met sixfive times during Fiscal 2017.2018. 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 2017.2018. The board of directors has standing audit, nominating and governance, compensation, and compensationstrategic alternatives committees. All committees are composed entirely of independent directors. It is the policy of the board of directors that no current or former employee of the Company will serve on the audit, nominating and governance, compensation or compensationstrategic alternatives committee. A description of each board committee and its membership follows.

Audit Committee

Members:  Kevin P. McDermott (chairman), Marty G. Dickens, Kathleen Mason, and David M. Tehle

The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is currently composed of four independent directors (as defined under the applicable rules of the NYSE and SEC) and operates under a written charter adopted by the board of directors, a current copy of which is available on the Company’s website,www.genesco.com. The audit committee assists the board of directors in monitoring (i) the processes used by the Company to produce financial statements, (ii) the Company’s systems of internal accounting and financial controls, and (iii) the independence of the Company’s registered public accounting firm. The audit committee met 1213 times in Fiscal 2017.2018. The board of directors has determined that Kevin P.Messrs. McDermott, Marty G. Dickens, Kathleenand Tehle and Ms. Mason and David M. Tehle each qualifies as an “audit committee financial expert,” as defined in Item 407(d) of RegulationS-K under the Exchange Act, and is “independent,” as defined by the NYSE rules and Rule10A-3 under the Exchange Act.

Nominating and Governance Committee

Members:  James W. Bradford (chairman), Joanna Barsh, Leonard L. Berry, and Marty G. Dickens

The nominating and governance committee, currently composed of four directors who are independent under applicable NYSE rules, met twicethree times in Fiscal 2017.2018. The functions of the nominating and governance committee are specified in a charter available on the Company’s website,www.genesco.com. They include making 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 chairman of the nominating and governance committee serves as the lead independent director and presides over the board’s executive sessions ofnon-management directors and at other times when the chairman is absent and also serves as the primary liaison between management and the board. Further information on this committee is set forth under the caption “Corporate Governance,” below.

Compensation Committee

Members:  Matthew C. Diamond (chairman), Joanna Barsh, Leonard L. Berry, James W. Bradford, and Kathleen Mason (until June 21, 2017)

The compensation committee, currently composed of fivefour directors who are independent directors (as defined under applicable NYSE rules),rules, met five times in Fiscal 2017.2018. The functions of the compensation committee are specified in a charter available on the Company’s website,www.genesco.com. They include (i) approving the compensation of certain officers of the

Company and other management employees reporting directly to the chief executive officer, (ii) making recommendations to the board of directors with respect to the compensation of directors, (iii) reviewing and providing 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, as amended (“ERISA”))amended) to the extent that action taken by the board of directors is required, (iv) serving as the primary means of communication between the administrator of the Company’s employee benefit plans and the board of directors, (v) administering the Company’s equity incentive plan, and (vi) reviewing and making recommendations to the board with respect to the Compensation Discussion and Analysis and the compensation committee report required by SEC regulations for inclusion in the Company’s proxy statement. In fulfilling its responsibilities, the compensation committee may delegate any or all of its responsibilities to a subcommittee of the compensation committee, consisting of one or more independent members of the compensation committee.

Strategic Alternatives Committee

Members:  James W. Bradford (chairman), Joanna Barsh, Marjorie L. Bowen, Thurgood Marshall, Jr., Joshua E. Schechter, and David M. Tehle

The strategic alternatives committee was formed on February 8, 2018, and did not meet during Fiscal 2018. The strategic alternatives committee is currently composed of six directors who are independent under applicable NYSE rules. Its functions are specified in a charter available on the Company’s website,www.genesco.com. They include the responsibility to review, evaluate, identify and provide direction concerning acquisitions, dispositions, joint ventures, asset sales or divestitures, and similar strategic alternatives that may enhance shareholder value and that are or may be available to the Company, as well as to exercise any other powers and carry out any other responsibilities delegated to it by the board from time to time.

CORPORATE GOVERNANCE

Nominating and Governance Committee

The charter of the nominating and governance committee is available on the Company’s website,www.genesco.com. The members of the committee satisfy the independence requirements of the NYSE. In addition, the board of directors has adopted a policy pursuant to which no former employee of the Company will be eligible to serve as a member of the nominating and governance committee.

The nominating and governance committee and the board of directors will consider nominees for the board of directors recommended by shareholders if shareholders comply with the Company’s advance notice requirements. The Company’s Bylaws provide that a shareholder who wishes to nominate a person for election as a director at an annual meeting of shareholders must deliver written notice complying with the requirements set forth in the Bylaws to the Secretary of the Company. To be eligible to submit the required notice, the shareholder must be a shareholder of record both on the date the notice is submitted and at the record date for the annual meeting and entitled to receive notice of and to vote at the annual meeting. This notice must contain, as to each nominee, certain specified information, including the nominee’s name, age, business and residence addresses, his or her principal occupation or employment, a description of all direct or indirect compensation or other material agreements, arrangements, understandings and relationships during the past three years between or among the nominee, the shareholder making the nomination, any other shareholders proposing it, and affiliates or associates of such shareholders, as such terms are defined in Rule12b-2 under the Exchange Act, and any other information relating to such person that would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act if such person had been nominated by the board of directors. It must also include the written consent of such person to being named as a nominee in soliciting material and to serving as a director, if elected, and a fully completed and signed questionnaire, in a form provided by the Company, regarding such person’s background and qualifications to serve as a director. The notice must also include certain information regarding the shareholder making the nomination, any other shareholders proposing it, and affiliates or associates of such shareholders, including names and addresses, the number and class of shares held of record by such shareholders, and information about derivative securities and other economic interests related to any of the Company’s securities held by any of such persons. In the case of an annual meeting to be held on the fourth Thursday in the month of June or within thirty days thereafter, the notice must be delivered not less than sixty nor more than ninety days prior to the fourth Thursday in June. In the case of an annual meeting which is being held on any other date other than the fourth Thursday in the month of June or within thirty days thereafter (or in the case of any special meeting), the notice must be delivered within ten days after the earlier of the date on which notice of the meeting is first mailed to shareholders or the date on which public disclosure is first made of the date of such meeting. There are no differences in the process pursuant to which the committee is to evaluate prospective nominees based on whether the nominee is recommended by a shareholder.

Upon receipt of a recommendation from any source, including shareholders, the committee will take into account whether a board vacancy exists or is expected or whether expansion of the board is desirable. In making this determination, the committee may solicit the views of all directors. If the committee determines that the addition of a director is desirable, it will assess whether the candidate presented should be nominated for board membership. While the committee may consider whatever factors it deems appropriate in its assessment of a candidate for board membership, candidates nominated to serve as directors will, at a minimum, in the committee’s judgment:

The committee may also take into consideration whether a candidate’s background and skills meet any specific needs of the board that the committee has identified and will take into account diversity in professional and personal experience, skills, background, race, gender and other factors of diversity that it considers appropriate. The committee will preliminarily assess the candidate’s qualifications with input from the chief executive officer. If, based upon its preliminary assessment, the committee believes that a candidate is likely to meet the criteria for board membership, the chairman will advise the candidate of the committee’s preliminary interest and, if the candidate expresses sufficient interest to the chairman, with the assistance of the Corporate Secretary’s office, will arrange interviews of the candidate with members of the committee and with the chief executive officer, either in person or by telephone. After the members of the committee and the chief executive officer have had the opportunity to interview the candidate, the committee will formally consider whether to recommend to the board that it nominate the candidate for election to the board.

Board Leadership Structure

In 2010, Robert J. Dennis, the Company’s chief executive officer, assumed the additional office of chairman upon his predecessor’s retirement from the latter office. Prior to the appointment of Mr. Dennis as chief executive officer in 2008, his predecessor had served as both chairman and chief executive officer since his predecessor as chairman and chief executive officer relinquished the chairman’s office in 2002, replicating a long-term succession plan that has been followed in the Company’s three most recent senior management transitions. Having observed no differences in the functioning of the board or the performance of the Company that it considers attributable to the separation or conjunction of the two offices, the board has retained flexibility in the Corporate Governance Guidelines with respect to the structure of the board leadership. The Corporate Governance Guidelines provide that the board will select the chairman and the chief executive officer in the manner that it determines to be in the best interests of the Company’s shareholders.

The Corporate Governance Guidelines also provide that if the positions of chairman and chief executive officer are held by the same person or if the chairman is otherwise employed by the Company, the chairman of the nominating and governance committee will serve as lead independent director, with the following responsibilities:

Generally, the board believes that having a chairman who is also a member of the Company’s management team, whether or not the offices of chairman and chief executive officer are held by the same person, has been highly effective for Genesco — avoiding the perception of a divergence of interests between the board and management; minimizing any potential disjunction between the development and execution of corporate strategies; and reducing the potential for confusion and duplication of effort in the areas of overlap between the responsibilities of the board and senior management. The board believes that the current leadership structure, in combination with strong governance policies, regular executive sessions, and a supermajority of independent directors, provides the appropriate balance of strategy, execution and oversight for the Company at this time.

As discussed below under the heading “Director Age Limit,” because Leonard Berry’s age exceeded the maximum age at which a director can stand for election, Dr. Berry was not nominated forre-election to the board. The nominating and governance committee recommended and the board approved that the Company’s board shall be limited to eleven total directors immediately after the expiration of Dr. Berry’s term as a director of the Company at the 2018 annual meeting. As a result, effective immediately following the 2018 annual meeting, the Company’s board will be reduced to 11 directors 10 of whom are considered independent under the NYSE and the rules of the SEC.

Cooperation Agreement with Legion Partners and 4010 Capital

On April 24, 2018, the Company entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain related investors (collectively, “Legion Partners”), and 4010 Capital, LLC and certain related investors (collectively, “4010 Capital”). Pursuant to the Cooperation Agreement, the Company increased the size of the board from 10 to 12 directors and appointed Marjorie Bowen and Joshua Schechter to the newly created directorships. Each of Ms. Bowen and Mr. Schechter are serving an initial term expiring at the Company’s 2018 annual meeting of shareholders, and are included in Proposal One of this proxy statement forre-election at the 2018 annual meeting of shareholders.

Pursuant to the Cooperation Agreement, Legion Partners and 4010 Capital agreed not to nominate any director candidates to stand for election at the Company’s 2018 Annual Meeting. In addition, the Cooperation Agreement provides that, at the 2018 Annual Meeting and at any meeting of the Company’s shareholders held prior to the expiration of the Standstill Period (as defined below), Legion Partners and 4010 Capital will vote all of their shares of Company common stock in favor of the election of directors nominated by the board and otherwise in accordance with the board’s recommendation, subject to certain exceptions for extraordinary transactions and certain matters with a contrary recommendation from Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC.

The Cooperation Agreement includes certain restrictions applicable from April 24, 2018 until the date that is 10 calendar days prior to the deadline for the submission of shareholder nominations of directors for the 2019 annual

meeting of shareholders pursuant to the Company’s Bylaws (the “Standstill Period”). During the Standstill Period, Legion Partners and 4010 Capital are, among other things, restricted from engaging in any solicitation of proxies or written consents with respect to the election or removal of directors or, with certain exceptions, any other matter or proposal, acquiring any assets of the Company or acquiring any voting stock that would result in Legion Partners and 4010 Capital collectively having beneficial ownership of more than 10.0% of the Company’s outstanding common stock.

The Cooperation Agreement was included as Exhibit 10.1 to the Company’s Current Report on Form8-K filed with the SEC on April 25, 2018. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text thereof.

The Board’s Role in Risk Oversight

The board of directors views the identification and management of risk as a primary responsibility of the Company’s chief executive officer, who reports directly to the board. In addition to general review and discussion of various aspects of risk management throughout the year, at least once annually, the board receives a report from management of the Company with an overall assessment of the Company’s risk management processes and systems, including the identification of major risks associated with the Company’s business and strategies, a description of the Company’s approach to monitoring and managing each category of risk, and an assessment of residual exposures and whether and how they may be more effectively mitigated. The identification of major risks is based upon a survey of directors, executive management, the heads of staff and shared services functions, and managers with responsibility for major operational functions within the Company’s operating divisions, which occurs at least every two years.

The board’s most recent review of the Company’s risk management processes and systems focused on risks associated with the Company’s business and strategies in the following major categories:

In addition to the board’s ongoing oversight of risk management and the annual review with the board of the Company’s risk management processes and systems, specific risk categories fall within the oversight of individual committees of the board. For example, the audit committee has oversight of most of the risks falling within the integrity and compliance risk categories, which it addresses primarily through its ongoing review of internal controls

over accounting and financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Additionally, the nominating and governance committee has direct oversight of governance-related risks, and the compensation committee has direct oversight of certain aspects of workforce-related risks as well as risks arising from compensation policies and practices. The strategic alternatives committee, formed in February 2018, considers strategic risk in the fulfillment of its responsibilities in connection with its identification and evaluation of alternatives that may enhance shareholder value. Additionally, the full board considers strategic and financial risk in its regular review of the Company’s strategic and operating plans and in connection with its authorization of specific transactions.

In connection with its annual review of the Company’s compensation programs in April 2017,May 2018, the compensation committee specifically considered whether risks arising from the Company’s compensation policies and practices for employees are reasonably likely to have a material adverse effect on the Company. In its analysis, the committee considered, among other things, the following:

As a result of its analysis, the compensation committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

The members of the board’s committees believe that they have sufficient access to the members of management with direct responsibility for the management of risks within their oversight to be able to understand and monitor such risks effectively. Each committee regularly reports to the full board on matters related to the categories of risk within its oversight.

Board Self-Evaluation Process

The board annually participates in a self-evaluation process. Currently, the process is conducted by or under the direction of the lead independent director and includes private interviews with each individual director in which he or she is asked to assess the board’s structure and composition, the conduct and frequency of board and committee meetings, the performance of board committees, and other topics related to the board’s effectiveness and its relationship with management. The results of the interviews are compiled and summarized and discussed by the board in one or more executive sessions.

Communications with Directors by Shareholders, Employees and Other Interested Parties

The Company’s board has established procedures for the Company’s shareholders to communicate with members of the board. Shareholders and employees of the Company and other interested parties may address communications to directors, either collectively or individually (including to the lead independent director or to thenon-management directors as a group), in care of the Corporate Secretary, Genesco Inc., 1415 Murfreesboro Road, Suite 490, Nashville, Tennessee 37217. The Corporate Secretary’s office delivers to directors all written communications, other than commercial mailings, addressed to them.

Directors’ Annual Meeting Attendance

The Company encourages all directors to be present at the annual meeting of shareholders. All directors were present at last year’s annual meeting.

Director Age Limit

The Company’s Corporate Governance Guidelines require that any director that is over the age of 75 at the time of the annual meeting of shareholders shall not be nominated to the board of directors at that meeting by the nominating and governance committee. Consequently, Dr. Berry could not be nominated for another term on the Company’s board of directors and his current term as a director will expire immediately following the 2018 annual meeting.

Corporate Governance Guidelines

The board of directors has adopted Corporate Governance Guidelines for the Company. They are accessible on the Company’s website,www.genesco.com.

Code of Business Conduct and Ethics for Employees and Directors

The Company has adopted a code of business conduct and ethics that applies to all employees and directors. The Company has made the code of business conduct and ethics available and intends to provide disclosure of any amendments or waivers of the code with respect to directors and executive officers within four business days after an amendment or waiver on its website,www.genesco.com.

Website

The charters of the nominating and governance, compensation, audit, and auditstrategic alternatives committees, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics for Employees and Directors are available on the Company’s website,www.genesco.com. All references to the Company’s website in this proxy statement are inactive textual references only. Print copies of these documents will be provided to any shareholder who sends a written request to the Corporate Secretary, Genesco Inc., 1415 Murfreesboro Road, Suite 490, Nashville, Tennessee 37217.

SECURITY OWNERSHIP OF OFFICERS, DIRECTORS AND

PRINCIPAL SHAREHOLDERS

Principal Shareholders

The following table sets forth the ownership according to the most recent filings of Schedules 13G and 13D and amendments thereto, as applicable, by the beneficial owners which, as of the record date for this meeting, own beneficially more than 5% of the Company’s common stock. Percentages are calculated based on outstanding shares as of April 24, 2017.30, 2018. None of such persons owns any equity securities of the Company other than common stock.

[Footnotes continued on next page.]

Security Ownership of Directors and Management

The following table sets forth information as of April 24, 2017,30, 2018, regarding the beneficial ownership of the Company’s common stock by each of the Company’s directors, the persons required to be named in the Company’s summary compensation table appearing elsewhere in the proxy statement and the directors and executive officers as a group. None of such persons owns any equity securities of the Company other than common stock.

Director and Executive Officer Ownership Guidelines

The nominating and governance committee of the Company’s board has adopted share ownership guidelines for directors and executive officers, including the named executive officers. The guidelines require that named executive officers hold at least the number of shares specified below:

The guidelines allow covered executives up to five years from their appointment dates to comply with the guidelines. All executive officers complied with the guidelines through Fiscal 2018. Restricted stock grants may be used to satisfy the guidelines, consistent with the intent that such awards align executive officers’ interests with those of shareholders.

The guidelines require that directors hold at least 2,500 shares. Directors are expected to achieve that ownership within five years of the director’s election to the board. With the exception of Ms. Bowen and Mr. Schechter, allnon-employee directors then serving in office have met this requirement.

The board of directors has adopted a policy prohibiting hedging against future declines in the market value of the Company’s securities by directors and officers of the Company. This policy prohibits directors and officers from directly or indirectly engaging in any hedging transaction that eliminates or limits economic risk with respect to the director’s or officer’s interest in the Company’s securities, including any compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. The policy reflects the board’s judgment that hedging transactions decrease alignment between the interests of the officers and directors and those of the shareholders, undermining the objectives underlyingstock-based compensation and the share ownership policy for officers and directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act 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 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, the Company believes that during Fiscal 20172018 all officers and directors subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Genesco’s compensation programs are intended to attract and retain employees with skills necessary to enable the Company to achieve its financial and strategic objectives and to motivate them through the use of appropriate incentives tied to the Company’s performance and market value to achieve those objectives. The Company recognizes that the goals of employee attraction, retention and motivation must be balanced against the necessity of controlling compensation expense, with the ultimate objective of building shareholder value. With respect to senior management (executive officers and heads of the Company’s operating units and staff departments, including the principal executive officer, the principal financial officer and the threefour additional officers listed in the Summary Compensation Table which follows this discussion, who are referred to in this discussion as the “named executive officers”), the compensation committee of the board of directors (the “compensation committee” or, in this “Compensation Discussion and Analysis” section, the “committee”) has the responsibility to design a compensation program and set levels of compensation that attempt to achieve the optimal balance between employee attraction, retention and motivation, on the one hand, and control of compensation expense, on the other.

1.Overview. Genesco’s compensation programs for its senior executive management are designed to incorporate a significant element of pay for performance.

The graphs below illustrate, for the chief executive officer and for the other named executive officers as a group, the components of targeted total compensation (defined as base salary, target annual incentive award, and the grant date market value, based on the closing price of the Company’s common stock on the NYSE on the grant date, of restricted shares granted under the Company’s equity incentive plan) for Fiscal 2017:2018:

Other Named Executive Officers (as a Group)

Neither the chief executive officer nor any of the other named executive officers received an annual incentive award for Fiscal 2018, reflecting the performance of the Company for the year. Consequently, the total compensation actually received for the year was 77% of targeted total compensation for both the chief executive officer and the other named executive officers as a group.

At the annual meeting of shareholders in 2016,2017, the compensation of the named executive officers of the Company was submitted for anon-binding, advisory “say on pay” vote by shareholders. Approximately 98%96% of the votes cast, representing approximately 88%85% of outstanding shares eligible to vote, were voted in favor of the compensation paid to the named executive officers, and approximately 1.9%4% of the votes cast, representing 1.7%approximately 3% of outstanding shares, were voted against. The committee considered these results in its review of the Company’s compensation philosophy in connection with its approval of named executive officer compensation for Fiscal 20182019 and determined that neither the compensation philosophy nor its implementation should be changed in response to the “say on pay” vote. The committee expects to continue to consider shareholder views on compensation philosophy and implementation as expressed in the most recent “say on pay” vote when setting compensation.

2.Compensation Committee Process.In seeking to balance employee attraction and retention with appropriate management of compensation expense, the committee looks primarily to market data. It retains an independent compensation consultant to work directly with the committee in gathering and analyzing data. The committee engaged PricewaterhouseCoopers LLP as its independent compensation consultant beginning in 2010, and the firm’s analysis and observations are reflected in the committee’s decisions about compensation for the three years reflected in the Summary Compensation Table and for the current fiscal year. Total fees paid by the Company to PricewaterhouseCoopers LLP for compensation consulting and other services represent a minimal portion of the firm’s total revenues. Accordingly, the committee believes that no conflicts of interest exist with respect to PricewaterhouseCoopers LLP in its role as compensation consultant to the committee. The committee and its consultant also solicit input from the chief executive officer on subjective considerations such as an individual executive’s performance and aspects of his or her role in the Company that might affect the relevance of market comparisons and perceptions of internal equity that the chief executive officer believes should be taken into account in individual cases of the Company’s other executives. On the basis of the market data, management input, and the consultant’s knowledge of trends and developments in compensation design, the consultant annually presents analyses and observations regarding the material elements of senior management direct compensation for the committee’s consideration. The final compensation decisions rest with the committee.

In recent years, the committee has approached its analysis of senior executive management compensation from the perspective of total direct compensation (consisting of base salary, compensation under the Company’s annual incentive plan, including the multi-year banking aspects discussed herein, and long-term, stock-based incentives). To assess the competitiveness of the Company’s executive compensation in its decision-making process for Fiscal 2017,2018, the committee considered (i) proxy statement data from a peer group of public companies (listed below) identified by the committee’s consultant with input from the committee and (ii) data reported in published surveys from companies in the retail industry with annual revenues and market capitalization similar to the Company’s, taking into account an average of (A) proxy statement data for comparable positions, (B) proxy statement data for equivalent rank among named executive officers, and (C) survey data, and adjusting for any outliers in the data as it believed appropriate. For

its analysis of compensation levels established for Fiscal 2017,2018, the committee referenced the following peer group, which the committee considered relevant for comparison because of the nature of their businesses or target markets, their size and market value, and the likelihood that the Company competes against them for management personnel: Abercrombie & Fitch Co.; Aeropostale, Inc.; American Eagle Outfitters, Inc.; Ascena Retail Group, Inc.; Brown Shoe Company,Caleres, Inc. (Caleres, Inc.); Chico’s FAS Inc.; The Children’s Place Retail Stores, Inc.; Deckers Outdoor Corporation; DSW Inc.; Express, Inc.; The Finish Line, Inc.; Foot Locker, Inc.; The Men’s Wearhouse, Inc.; Skechers USA, Inc.; Stage Stores, Inc.; Stein Mart, Inc.; Tailored Brands, Inc.; Urban Outfitters, Inc.; and Wolverine

World Wide, Inc. The peer group referenced by the committee in its analysis of compensation for Fiscal 20182019 is identical to that used in the analysis for both Fiscal 2016 and Fiscal 2017, except that Ann, Inc. was included in the peer group for Fiscal 2016 prior to its acquisition by Ascena Retail Group, Inc. and the committee replaced Aeropostale, Inc. and Stein Mart, Inc., which the committee determined no longer met the size or market capitalization criteria for inclusion in the peer group, with Deckers Outdoor Corporation and Guess Inc. in the peer group for Fiscal 2018.

3.Elements of Direct Compensation.Direct compensation to the Company’s executive officers consists of annual base salary, annual incentive bonuses and long-term incentives in the form of stock-based awards and the multi-year “banking” feature included in the annual incentive plan. The committee generally seeks to pay base salaries at or somewhat below the market median, using the bonus to provide the prospect of above-median cash compensation for superior performance against annual performance objectives that the committee believes are set to reward creation of shareholder value. Additionally, as noted, certain features of the bonus plan are intended to encourage a longer-term focus, as is the long-term incentive element of the compensation program. The long-term incentive element is stock-based, intended to further align management’s interests with those of the shareholders. The committee also considers targeted total cash levels (base salary plus the target bonus) and total direct compensation (total cash plus the targeted value of long-term incentives) in relation to the peer group companies and the survey data.

A.Base Salary.   The Company pays base salaries to its employees in order to provide a level of assured compensation reflecting an estimate of the value in the employment market of the employee’s skills and the demands of his or her position. Consistent with its goal to pay base salaries at or slightly below the market midpoint, the committee set Fiscal 20172018 base salaries for senior executive management in the aggregate at approximately 83%86% of the midpoint, based on the consultant’s survey and peer group data. ForThis represented a 3.1% aggregate increase over base salaries for Fiscal 2017, the committee followed management’s recommendationwhich had not to grant base salary increases to executive officers,been increased from Fiscal 2016 levels, reflecting the Company’s overall financial performance in Fiscal 2016 and a conservative outlook for Fiscal 2017 performance. For Fiscal 2018,2019, market data indicated a gap of approximately 14% below market for base salaries of the Company’s executive officers as a group. Mr. Baxter wasCaplan and Mr. Sisson were each awarded a 6%3% increase in base salary for Fiscal 2019, and the other named executive officersofficers’ base salaries were awarded 3% increases fornot increased. Ms. Vaughn’s compensation as chief financial officer was held at Fiscal 2018.2018 levels pending her anticipated promotion to chief operating officer on a date to be determined during Fiscal 2019.

B.Annual Incentive Compensation. (i) Overview.Executive officers other than the chief executive officer generally participate in the Company’s EVA Incentive Plan (the “EVA Plan”), which is designed to reward increasing earnings in an amount sufficient to provide a return on capital greater than the Company’s cost of capital. (Mr. Baxter, who joined the Company in June 2016, did not participate in the EVA Plan for Fiscal 2017, but was eligible for a one-time award equal to 50% to 75% of his base salary, prorated for the portion of Fiscal 2017 during which he was employed by the Company. At the recommendation of the chief executive officer, with the approval of the committee, he was awarded a bonus at the 75% level, or $212,500. He is a participant in the EVA Plan for Fiscal 2018.) The committee has historically recommended that the board award the chief executive officer’s annual bonus on the same basis as if he were a Corporate Total business unit participant in the EVA Plan, and the committee did so again in Fiscal 2017,2018, and has voted to do so with respect to Fiscal 2018.2019. The EVA Plan also incorporates a provision making a portion of each participant’s award contingent on the achievement of individual strategic goals to provide an incentive for strategic and operational objectives that may not be immediately reflected in the annual financial performance of the

participant’s business unit. The compensation committee annually sets target bonus levels based on the Company’s peer group and survey comparisons of target bonuses as a percentage of base salary and total targeted cash compensation. The chief executive officer also provides input to the committee on target bonus levels for positions other than his own.

(ii) Bonus Targets.The chief executive officer’sfollowing table sets forth target bonus was set at 105%bonuses as a percentage of base salary for Fiscal 2017. Mr. Estepa’s target bonus was set at 81% of base salary and target bonuses for the other named executive officers participating in the EVA Plan were set at 75% of base salary for Fiscal 2017. The Fiscal 2017 targets for the named executive officers participating inand the EVA Plan averaged approximately 77%market median target bonus as a percentage of base salary. Accordingsalary, according to the committee’s consultant’s data market median annual incentivefor Fiscal 2018:

The named executive officers’ target for the chief executive officer was 129%bonuses as a percentage of base salary and averaged approximately 80% of base salary for the other named executive officers. Mr. Baxter, who joined the Company in June 2016, did not participate in the Company’s EVA Planare unchanged for Fiscal 2017, but was eligible for a bonus equal to 50% to 75% of his base salary, prorated for the portion of Fiscal 2017 during which he was employed by the Company, in the discretion of the committee. Mr. Baxter is a participant in the EVA Plan for Fiscal 2018.2019.

(iii) Award Components.The named executive officers participating in the Fiscal 20172018 EVA Plan were eligible to receive a fraction or multiple of their target awards based on the factors described below. Bonuses earned can be negative, offsetting or entirely eliminating “banked” amounts carried over from prior years and, subject to the limitations described below, offsetting awards in future years. Presidents of the Company’s operating divisions were eligible to earn cash awards equal to the sum of (a) 75% of their bonus targets multiplied by a factor determined by changes in Economic Value Added (EVA¹) (the “EVA change factor”) for their respective business units for the year, and (b) 25% of the targets multiplied by (i) the corporate business unit EVA change factor and (ii) the percentage of achievement of individual strategic goals (discussed in greater detail below) agreed upon by the participant and the chief executive officer during the first quarter of the fiscal year. Business unit assignments for operating division presidents include a factor for performance of the Company as a whole. Heads of corporate staff departments were eligible to receive cash awards equal to the sum of (a) 75% of their bonus targets multiplied by the EVA change factor for the Company as a whole and (b) 25% of their bonus targets multiplied by the EVA change factor for the Company as a whole and the product multiplied by their percentage of achievement of their individual performance goals. Each participant’s business unit allocation is assigned by the chief executive officer, who also determines the weighting of the various business unit components for participants with responsibility for multiple units, and approved by the committee. Among the named executive officers participating in the EVA Plan in Fiscal 2017,2018, Ms. Vaughn wasand Mr. Sisson were assigned to the Corporate Total business unit; Mr. Caplan’s business unit allocation was 65%79% Johnston & Murphy Group, 16%20% Licensed Brands Group, 15% Corporate Total, and 4%1% other; Mr. Baxter was assigned 100% to the Lids Sports Group business unit; and Mr. Estepa’s business unit allocation was 78%90% Journeys Group 7% Schuh, and 15% Corporate Total.10% Schuh. As noted above, while Mr. Dennis is not a participant in the EVA Plan, the committee has historically awarded his bonus on the same basis as if he were assigned 100% to the Corporate Total business unit. The committee has determined that assigning heads of the Company’s operating divisions exclusively to the business units for which they have primary responsibility will strengthen the link between incentive compensation for the executives and the performance of those business units. Consequently, for Fiscal 2018, Mr. Estepa, Mr. Baxter, and Mr. Caplan are not assigned to the Corporate Total business unit for any portion of their annual incentive compensation.

See “Bonus Calculation Factors,” below, for additional information on the performance factors for each primary business unit and for the Company as a whole for Fiscal 2017.2018.

(iv) EVA Calculations.EVA for Fiscal 20172018 was determined by subtracting from a business unit’s net operating profit after taxes (“NOPAT”) a charge of 10% of the average net assets (total assets minusnon-interest bearing

liabilities) employed to generate the profit. The 10% capital charge represented the Company’s estimate of its weighted average cost of debt and equity capital. The EVA Plan is designed to encourage efficient use of assets, since

profit improvement that is less than 10% of the incremental net assets employed reduces the participant’s bonus. Incentive awards are determined by the amount of actual EVA change during the year relative to EVA change targets for the year.

NOPAT and net assets employed for EVA Plan purposes are not necessarily the same as the corresponding accounting measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial reporting purposes. The Company’s NOPAT for purposes of the EVA Plan in Fiscal 20172018 was calculated by (a) adjusting reported earnings from operations upward by the following amounts:

and (b) adjusting the resulting figure downward by the following amounts:

(v) Bonus Calculation Factors.The following table shows for each of the Company’s primary business units in Fiscal 2017:2018: (a) the amount of EVA improvement required to earn a target bonus award, (b) the incremental EVA change required to earn each additional whole-number multiple of the target, (c) the actual EVA for the business unit, and (d) the multiple of the target bonus actually earned. Fractional multiples are earned for incremental changes less than the full improvement interval shown in column (b). Negative bonuses accrue to the extent that shortfalls from the target improvement (column (a)) exceed the interval shown in column (b). See the discussion under the heading “Bonus Bank” below for the consequences of a negative bonus. As discussed above, the named executive officer with responsibilities for more than one business unit receives incentive compensation reflecting the weighted average EVA changes in all the relevant business units.

Each business unit’s target for EVA improvement (shown in column (a), above) is determined in advance by allocating the Company’s total expected EVA improvement among all its business units. The Company calculates the amount of EVA improvement which it believes is “expected” by the market from the amount by which its current market value exceeds the capitalized value of current EVA plus invested capital — in other words, the amount of value associated with the Company’s future growth. Target EVA improvement is the amount of improvement required to give investors a cost of capital return on this future growth value, and thus on the market value of their investment. The incremental improvement interval (shown in column (b), above), is both the amount of additional EVA improvement above the amount in column (a) that is required to earn a bonus of two times the participant’s target and also the amount of shortfall from the column (a) target that will result in a zero bonus. The calibration of the intervals shown in column (b) reflects an effort to give the business units appropriate shares of above-target EVA improvement for a given bonus pool based primarily on unit size with adjustments designed to achieve a similar likelihood of multi-year zero bonuses among all units.

(vi) Individual Strategic Objectives.As noted above, the payment of a portion of each participant’s annual incentive award for EVA improvement is contingent on his or her achievement of individual strategic goals agreed upon in advance with the participant’s supervisor. Failure to achieve these strategic goals can reduce an EVA Plan award that is otherwise payable, but performance meeting or exceeding these strategic goals cannot serve to increase the amount of any such award. Individual strategic goals for the named executive officers typically involve initiatives that the executive officers consider important to the long-term prospects of the participants’ business units, but that may not be adequately rewarded by the portion of the bonus calculated on current financial performance. Examples include retail divisions’ opening a targeted number of new retail stores on schedule, shared services’ implementation of an infrastructure improvement or execution of a planned disposition of a business unit, or a business unit’s launch of a new retail concept or product line. No individual strategic goal was material to any named executive officer’s compensation or to any component of it in Fiscal 2017.2018. The participant’s supervisor, generally in consultation with the participant, determines whether and to what extent the participant’s individual strategic goals have been met. Certain strategic goals are quantitative, allowing an objective determination of the extent to which they are achieved, while others are more qualitative in nature, requiring a subjective determination of achievement. The EVA Plan permits full credit for strategic goals if they have been at least 95% achieved.

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 is earned, although the EVA Plan authorizes the committee to consider exceptions for extraordinary strategic successes upon the recommendation of the chief executive officer. No exceptions of this nature have ever been made.

(vii) Bonus Bank.The EVA Plan includes a “bonus bank” feature. Awards for EVA results in excess of target are uncapped and “negative awards” for results less than target are 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, and positive bank balances are payable in future years only subject to performance in those years. 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 any amount in excess of three times the target in the current year, and (iii) the installments of banked awards from previous years, if any, that are payable in the current year. Positive bank balances from each year are paid out in three equal annual installments, subject to current-year performance in each of the three subsequent years. If the current year’s award is negative, any positive balance in the participant’s bank is applied against it, reducing or entirely eliminating the positive balance, depending upon the magnitude of the negative award for the current year.

Any positive balance is forfeited if the participant is terminated for “cause” (as defined in the EVA Plan). If the participant voluntarily resigns from employment by the Company, any positive bank balance does not become

payable until the end of the fifth fiscal year following the participant’s resignation and is subject to reduction or elimination in the meantime based upon the performance of the business unit or units to which the participant was assigned when he or she resigned. If the participant’s bonus bank balance from prior years is negative, 50% of any positive award in excess of two times the target in a subsequent year will be applied toward “repaying” the negative balance and 50% will be paid out to the participant (up to the generally applicable limit of three times the target plusone-third of any amount in excess of three times the target in the current year). Any negative balance from a single year will be canceled to the extent not repaid after three subsequent years. The committee believes that the “bonus bank” feature of the EVA Plan offers improved incentives for management to focus on building long-term value in the Company, and that the provisions that leave positive bank balances at risk for five years following voluntary resignation aid the retention of key employees. Including Fiscal 20172018 accruals, bonus bank balances for the named executive officers are as follows:

Bonuses reported in column (g) of the Summary Compensation Table below are bonuses actually payable for the years indicated, reflecting, where applicable, reductions of amounts otherwise payable by the recapture of previously accrued negative balances pursuant to the “banking” feature of the EVA Plan and positive bank balances held back in prior years that became payable for the year indicated because of performance in that year.

Column (d) of the Summary Compensation Table reports discretionary bonuses paid to two named executive officers. Mr. Baxter, who joined the Company in June 2016, did not participate in the EVA Plan for Fiscal 2017, but was eligible for a one-time award equal to 50% to75% of his base salary, prorated for the portion of Fiscal 2017 during which he was employed by the Company. Based on his performance in Fiscal 2017, the chief executive officer recommended and the committee approved a bonus at the 75% level. Had Mr. Baxter participated in the EVA Plan for Fiscal 2017, his award would have been larger than the discretionary bonus awarded, based upon the bonus multiple for the Lids Sports Group business unit for the year. Mr. Baxter is a participant in the EVA Plan for Fiscal 2018.

The committee awarded Mr. Caplan a one-time bonus of $67,130 in connection with the sale of the Company’s SureGrip business during Fiscal 2017. The SureGrip business unit comprised 3% of Mr. Caplan’s business unit assignment under the EVA Plan for Fiscal 2017. The award was calculated by multiplying the bonus multiple generated by the gain on the sale of the business, which would have been reflected in Mr. Caplan’s award under the EVA Plan for Fiscal 2018 had the SureGrip business unit not been eliminated from the EVA Plan by the sale, by 3% of Mr. Caplan’s target bonus. Since Mr. Caplan’s incentive awards had been reduced by investments in the SureGrip business in prior years and in recognition of his contribution to the successful sale of the business, the committee believed that Mr. Caplan should receive an incentive award based upon the gain realized by the Company on the sale. The committee considered the sale of a business unit at a gain which is not otherwise reflected in the EVA Plan bonus awarded to an executive officer with responsibility for the business unit to be both sufficiently beneficial to the Company and sufficiently rare as to justify a departure from its usual practice of not awarding bonuses to executive officers outside the EVA Plan.

(viii) Compensation Recoupment Policy.The board of directors has adopted a Compensation Recoupment Policy providing that the committee may in its sole discretion require reimbursement of any cash or equity-based award paid or payable to a current or former executive officer of the Company based partially or entirely upon the attainment of objective performance criteria (“incentive compensation”) in certain circumstances. The committee may require reimbursement from an executive officer who received incentive compensation based on erroneous financial data if the Company is required to restate its financial statements due to material noncompliance with financial reporting requirements under the federal securities laws or if the committee determines that any action by the executive officer or an employee under his or her direct supervision constituted noncompliance with the Company’s Code of Business Conduct and Ethics to the material detriment of the Company. Unless the committee determines that the executive officer engaged in misconduct that caused or contributed to a required restatement of financial statements or that the violation of the Code of Business Conduct and Ethics was committed by the executive officer or by an employee under his or her direct supervision with the actual or constructive knowledge of the executive officer, the committee may recover only to the extent of any positive bonus bank balance credited to the executive officer under the EVA Plan. If the committee so determines, it may pursue recovery from the executive officer in its discretion, in accordance with applicable law.

C.Stock-Based Compensation.Grants of stock options and restricted stock to executive officers and other key employees of the Company including the named executive officers are intended to provide them with an incentive to make decisions that are in the long-term best interests of the Company and to balance the shorter-term annual cash incentive component of executive compensation. Stock-based compensation is also intended to align the financial interests of management with those of the Company’s shareholders, since the value of an option or a share of restricted stock is dependent upon the Company’s performance and the recognition of that performance in the market for the Company’s stock. The grant date value of shares granted in June 20162017 represented 2.55 times base salary for the chief executive officer, and

1.6 times base salary for the other named executive officers.Mr. Vaughn, Mr. Estepa, Mr. Caplan and Mr. Baxter, and 1.35 times base salary for Mr. Sisson.

Stock-based incentive awards in the form of restricted stock are typically granted to executive officers and other key employees once annually. The committee does not attempt to time stock-based incentive grants in relation to the Company’s release of material information. Since 2009, annual incentive grants have been awarded in June. The committee has also occasionally made grants to newly-hired key employees at its next meeting after their employment commenced.

Since 2008, the committee has awarded equity compensation in the form of restricted shares.stock. The restricted stock is subject to forfeiture upon termination of the grantee’s employment prior to vesting, which occurs in four equal annual increments with respect to all currently outstanding grants to executive officers.

The committee, with input and peer group data provided by PricewaterhouseCoopers LLC,LLP, has considered the addition of performance vesting conditions to restricted stock awards. It has concluded that the EVA Plan, with its potential for wide, positive and negative swings in compensation based on performance and the multi-year effects of its banking features, adequately addresses the compensation policy goals that would be served by incorporating such conditions in equity grants and that the combination of such conditions with the relatively high performance sensitivity of the EVA Plan might result in a compensation system with inappropriately high levels of performance leverage. In this connection, the committee has noted that named executive officers assigned exclusively to the corporate business unit have not earned a positive annual incentive award during any of the five most recent fiscal years. Additionally, it believes that the policy goals underlying performance conditions in equity awards are served more efficiently through the cash awards under the EVA Plan than through equity grants, which involve both a charge to earnings and permanent equity dilution, given that a higher number of shares with performance conditions would presumably be necessary to achieve market comparable compensation targets. The committee intends, however, to continue to consider performance conditions and their effect on the overall balance of incentives in the context of future equity grants.

The nominating and governance committee of the Company’s board has adopted share ownership guidelines for directors and executive officers, including the named executive officers. The guidelines require that named executive officers hold at least the number of shares specified below:

The guidelines allow covered executives up to five years from their appointment dates to comply with the guidelines. All executive officers complied with the guidelines through Fiscal 2017. Restricted stock grants may be used to satisfy the guidelines, consistent with the intent that such awards align executive officers’ interests with those of shareholders. All the named executive officers are in compliance with the applicable withholding requirements.

Effective May 1, 2014, the board of directors adopted a policy prohibiting hedging against future declines in the market value of the Company’s securities by directors and officers of the Company. The policy prohibits directors and officers from directly or indirectly engaging in any hedging transaction that eliminates or limits economic risk with respect to the director’s or officer’s interest in the Company’s securities, including any compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. The policy reflects the board’s judgment that hedging transactions decrease alignment between the interests of the officers and directors and those of the shareholders, undermining the objectives underlying stock-based compensation and the share ownership policy for officers and directors.

4.OtherCompensation.

A.  Change of Control Arrangements, and Severance Plan and Transition Agreement.

All the named executive officers are parties to employment protection agreements which become effective only in the event of a change of control (as defined in the agreements). Each agreement provides for employment by the Company for a term of up to three years following a change of control. In the event that the executive’s employment is terminated under certain circumstances during the contractual employment period after a change of control, the executive is entitled to a lump sum payment and the continuation of certain benefits, as described below under the heading “Change of Control Arrangements, Employment Agreements and Severance Plan.” Additionally, awards made by the Company under the Company’s equity incentive plans become immediately vested and (in the case of options) exercisable upon a “change of control” (as defined in the plans).

The Company maintains a Severance Plan for monthly-paid salaried employees to provide for certain benefits to covered employees (including the named executive officers) in the event of a Company-initiated separation from the Company other than for cause (as defined in the Severance Plan). Under the terms of the Severance Plan, an eligible employee is entitled to one week of base salary at the termination date multiplied by each year of service with the Company with a maximum of 24 weeks and a minimum of two weeks. The Severance Plan is discussed in further detail under the heading “Change of Control Arrangements, Employment Agreements and Severance Plan.”

The Company believes that reasonable severance and change of control benefits are necessary in order to recruit and retain effective senior managers. These severance benefits reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time, and are a product of a recruiting environment within our industry that has historically been competitive. The Company also believes that a change of

control arrangement will provide an executive security that will likely reduce the reluctance of an executive to pursue a change of control transaction that could be in the best interests of shareholders.

In connection with Mr. Estepa’s decision to retire as chief executive officer of the Company’s Journeys Group business unit and as a senior vice president of the Company as of February 1, 2018, the Company and Mr. Estepa entered into a transition arrangement pursuant to which he would remain employed by the Company in a consulting capacity, to assist with the transition of his duties, through June 30, 2018. He will continue to be compensated through that date at his monthly base salary as of February 1, 2018, and to participate in the EVA Plan with a target award of 81% of his annualized salary through June 30, 2018, with any award for Fiscal 2019 to be prorated based on the number of months he is actually employed by the Company during the fiscal year.

B.  Defined Benefit, Defined Contribution and Deferred Income Plans.

(i) Defined Benefit Pension Plan.The Genesco Retirement Plan (the “Retirement Plan”) is a noncontributory, qualified pension plan. Prior to December 31, 1995, the Retirement Plan provided retirement benefits to eligible participants based on a formula taking into consideration the average of the ten 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 the10-year average formula were preserved as of that date. Effective January 1, 2005, the cash balance formula was frozen and benefit accruals ceased. Beginning in 2005, participant accounts are credited annually with the lesser of (a) 7% or (b) the annual rate of interest on30-year Treasury securities for the month of December immediately preceding the Plan Year (as defined in the Retirement Plan) for which the rate applied. The Company makes a supplemental, “makeup” payment outside the Retirement Plan equal to the amount, if any, by which (a) exceeds (b), and the amount of other contributions that were lost when the Retirement Plan was frozen, equal to 2.5% of compensation up to the Social Security wage base and 4% of compensation above it. For Fiscal 2017,2018, the named executive officers who are participants in the Retirement Plan received the following “makeup” payments:

A participant had no vested benefits under the Retirement Plan until he or she had five years’ service with the Company. Because they had no benefits under the Retirement Plan as of January 1, 2005, when the cash balance formula was frozen and benefit accruals ceased, Mr. Dennis and Mr. Baxter are not participants in the Retirement Plan.

The years of benefit service of the participating named executive officers, frozen at January 1, 2005, are: Ms. Vaughn — 1 year; Mr. Caplan — 12 yearsyears; Mr. Sisson — 11 years; and Mr. Estepa — 20 years. The Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), limited the amount of salary which was taken into account in calculating Retirement Plan benefits. Taking into account the preserved benefits under the average of

the ten highest years and the accumulated funds in cash balance formula, and assuming that the participant’s accrued benefits at normal retirement are taken in the form of single life annuity, the estimated annual benefit payable for each participating named executive officer at retirement is as follows: Ms. Vaughn — $2,343;$2,290; Mr. Caplan — $10,876;$10,646; Mr. Sisson — $23,574; and Mr. Estepa — $25,643.

(ii) Defined Contribution Plan.The Company also offers to all employees (including the named executive officers) a voluntary defined contribution plan (the “401(k) Plan”) designed to comply with Section 401(k) of the Internal Revenue Code. Participants in the 401(k) Plan (including all the named executive officers) may defer a percentage of their qualifyingpre-tax compensation for each year. Beginning with calendar year 2006, the Company has made a matching contribution equal to 100% of deferrals up to 3% of compensation (limited to $250,000) plus 50% of the next 2% of compensation (similarly limited) deferred.

In Fiscal 2017,2018, each of the named executive officers except for Mr. Baxter received a matching contribution, of $10,600.as follows: Mr. Dennis — $10,688; Ms. Vaughn — $10,845; Mr. Caplan — $10,842; Mr. Estepa — $7,265; Mr. Baxter — $6,000; and Mr. Sisson — $10,836.

Such amounts are included in column (i) of the “Summary Compensation Table,” below. Deferrals and matching contributions to the defined contribution plan may be invested in any of a number of mutual fund investments and in a guaranteed income option. Participants may also self-direct their investments, subject to certain restrictions.

(iii) Deferred Income Plan.The named executive officers, in addition to other eligible employees, may participate in the Genesco Inc. Amended and Restated Deferred Income Plan (the “Deferred Income Plan”). Under the Deferred Income Plan, the participant may elect to defer up to 15% of base salary, 100% of bonus payouts, and 15% of the supplemental “makeup” payment discussed above. Deferrals in the plan are not matched by the Company. The Deferred Income Plan is discussed in further detail under the heading “Nonqualified Deferred Compensation,” below.

C.  Perquisites.The Company provides named executive officers with perquisites and other personal benefits that the Company and the committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions.

In addition to participation in the plans and programs described above, the named executive officers are provided financial or estate planning and tax preparation assistance (and “gross-up”“gross-up” payments to cover federal tax liability with respect to the receipt of such services). All employees, including named executive officers, are entitled to a discount on merchandise sold by the Company equal to 40% off the suggested retail price. Additionally, named executive officers are provided with life insurance that has a death benefit equal to their base salary up to $500,000 and participate in a supplemental medical and dental insurance plan available to middle- and senior-management employees that covers deductibles,co-payments and certain exclusions under the standard health insurance programs available to all employees.

In connection with Mr. Baxter’s employment by the Company in June 2016, the Company agreed to pay rent for his former residence for the balance of the year. Such payments totaled $15,417 and are reported in column (i) of the Summary Compensation Table.

5.TaxConsiderations.

Tax Deductibility of Compensation.The committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is not performance-based and that is paid to certain individuals. Prior to the effective date of the Tax Cuts and Jobs Act of 2017, certain compensation that constituted “qualifiedperformance-based compensation” within the meaning of Section 162(m) of the Code was not counted toward the $1,000,000 cap on deductible compensation. The

Tax Cuts and Jobs Act of 2017 removed the exemption for “qualifiedperformance-based compensation” generally with respect to grants of compensation made after November 2, 2017. The committee may choose to approve compensation that will not meet these requirements whenbelieves it considersis in the potential benefit tobest interests of the Company to exceedcontinue to follow the valueapproach to executive compensation described in this proxy statement under the heading “Executive Compensation – Compensation Discussion and Analysis,” regardless of federal tax deductibility. Though in years prior to the Company’s 2018 fiscal year the committee has adopted features of the tax deduction.EVA Plan which allowed the performance-based aspects of its annual incentive compensation to constitute “qualifiedperformance-based compensation,” the committee anticipates granting essentially the same proportions of“performance-based” compensation and other compensation in its overall mix of targeted total compensation as before the adoption of the Tax Cuts and Jobs Act of 2017.

COMPENSATION COMMITTEE REPORT

Ms. Barsh and Ms. Mason, Messrs. Diamond and Bradford and Dr. Berry served as members of the compensation committee during Fiscal 2017.2018. The compensation committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussions, the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended January 28, 2017.February 3, 2018.

By the Committee:

Matthew C. Diamond, Chairman

Joanna Barsh

Leonard L. Berry

James W. Bradford

Kathleen Mason

The foregoing report of the compensation committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

Compensation Committee Interlocks and Insider Participation

During Fiscal 2017,2018, no member of the compensation committee had at any time been an officer or employee of the Company or any of its subsidiaries. In addition, there are no relationships among the Company’s executive officers, members of the compensation committee or entities whose executives serve on the board of directors or the compensation committee that require disclosure under applicable SEC regulations.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation earned by each of the named executive officers for Fiscal 2017,2018, Fiscal 20162017 and Fiscal 2015.2016.

[Footnotes continued on next page.]

Pursuant to the Company’s EVA Plan, 50% of any positive awards earned in excess of two times the target award during the next three fiscal years will be applied to repay the negative award and not paid out. See “Compensation Discussion and Analysis — Elements of Direct Compensation — Annual Incentive Compensation — Bonus Bank.” The following named executive officers accrued a negative award with respect to Fiscal 20172018 in the amounts set forth below:

The amounts reported for Fiscal 20172018 include, for each of the named executive officers, the following amounts attributable to prior-year positive “bank” balances that became payable based on Fiscal 20172018 performance:

[Footnotes continued on next page.]

(7)

The amounts in column (i) for Fiscal 20172018 include, for each named executive officer, life, medical, and dental premiums paid by the Company, and an employee discount on merchandise sold by the Company that is available to all full-time employees. For all the named executive officers, except Mr. Baxter, the amounts in column (i) include a matching contribution to the Company’s 401(k) Plan. For all the named executive officers except Mr. Dennis and Mr. Baxter, the amounts in column (h) include the supplemental retirement payment discussed under the heading “Defined Benefit, Defined Contribution and Deferred Income Plans.” For all the named executive officers except Mr. Baxter and Mr. Sisson, the amounts in column (i) include tax preparation services. They include additional “gross-up”“gross-up” payments to cover federal tax liability with respect to tax preparation services in the following amounts for Fiscal 2017:2018: Mr. Dennis — $3,094; Ms. Vaughn — $2,424;$3,613; Mr. Caplan — $1,548;$1,607; and Mr. Estepa — $610.$2,066. For Ms. Vaughn and Mr. Estepa, they include a matching charitable contribution, available to all employees. For

CEO PAY RATIO

As required by Section 953(b) of theDodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, the Company is providing the following information about the relationship of the median annual total compensation of all its employees and the annual total compensation of Robert J. Dennis, its chief executive officer (the “CEO”). The ratio reported below represents a reasonable estimate, calculated in a manner consistent with Item 402(u) of RegulationS-K.

For Fiscal 2018, the median annual total compensation of all the Company’s employees (except its CEO) was $4,444. Using the methodologies described herein, the Company determined that its median employee was apart-time,hourly-paid employee in one of its retail stores. As reported in the Summary Compensation Table, the annual total compensation of the CEO was $2,635,611.

Based on this information, the ratio of the annual total compensation of the CEO to the median employee was 593 to 1 (the “CEO Pay Ratio”).

In calculating the CEO Pay Ratio, the Company first identified all active employees as of November 5, 2017, a date within three months of the end of Fiscal 2018. Including allfull-time,part-time, seasonal and temporary employees, as required by SEC rules, the Company had 18,760 U.S. and 10,054non-U.S. employees on that date.

To identify its median employee, the Company used total taxable compensation based on 2017W-2 income for U.S. employees and the equivalent fornon-U.S. employees. For employees not paid in U.S. dollars, the Company converted their pay into U.S. dollars using the average ofmonth-end exchange rates for the twelve months ended December 31, 2017. The Company then calculated Fiscal 2018 compensation for the median employee using the same methodology the Company uses for its named executive officers as set forth in the Summary Compensation Table.

Pay ratios that are reported by the Company’s peers may not be directly comparable to the Company’s because of differences in the composition of each company’s workforce, as well as the assumptions, methodologies, adjustments and estimates used in calculating the pay ratio, as permitted by SEC rules.

GRANTS OF PLAN BASED AWARDS FOR FISCAL 20172018

The following table shows, for each of the named executive officers, information regarding his or her target award under the Company’s EVA Plan for Fiscal 20172018 and grants of restricted stock under the Second Amended and Restated 2009 Equity Incentive Plan in Fiscal 2017.2018.

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 2018YEAR-END

The following table shows, for each named executive officer, certain information concerning vested and unvested equity awards outstanding at January 28, 2017.February 3, 2018. The awards include restricted stock, as described under the heading “Stock-Based Compensation” in the “Compensation Discussion and Analysis,” above.

[Footnotes continued on next page.]

OPTION EXERCISES AND STOCK VESTED IN FISCAL 20172018

The following table shows, for each named executive officer, certain information about his or her stock option exercises, if any, and shares of restricted stock that vested, during Fiscal 2017:2018:

PENSION BENEFITS IN FISCAL 20172018

The following table shows, for each of the named executive officers, his or her number of years credited service and the actuarial present value of his or her accumulated benefit under the Retirement Plan, discussed in “Compensation Discussion and Analysis — Defined Benefit, Defined Contribution and Deferred Income Plans,” above. Both credited service and the present value of the accumulated benefit are calculated as of January 28, 2017,February 3, 2018, the plan measurement date used for financial statement reporting purposes with respect to the Company’s audited financial statements for Fiscal 2017.2018. The valuation method and material assumptions reflected in the calculation of the present value of the accumulated benefit are those included in footnote 10“Note 10. Defined Benefit Pension Plans and Other Postretirement Benefit Plans” to the Company’s audited financial statementsConsolidated Financial Statements included in the Company’s Annual Report on Form10-K, filed with the SEC on March 29, 2017.April 4, 2018.

NON-QUALIFIED DEFERRED COMPENSATION

The following table shows, for each named executive officer, his or her contributions to and investment earnings on balances in the Company’s Deferred Income Plan, described under the heading “Deferred Income Plan” in the “Defined Benefit, Defined Compensation, and Deferred Income Plans” section of the “Compensation Discussion and Analysis,” above. Earnings on plan balances are from investments selected by the participants, which may not include Company securities.