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, on Thursday, June 27, 2013,23, 2016, at 10:00 a.m. Central Time.

The agenda will include the following items:

Shareholders of record at the close of business on April 29, 2013,25, 2016, 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 13, 2016

By order of the board of directors,

Roger G. Sisson Secretary

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

JUNE 27, 201323, 2016

The board of directors of Genesco Inc. (“Genesco” or the “Company”) is soliciting proxies to be voted at the 2016 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 27, 2013.23, 2016. 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 Inc.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 $12,000,$12,750, plus $6.00 per completed telephone call to shareholders in the event that active solicitation is required, and reimburse its expenses. In addition to this request,Directors, officers directors and regularother employees of the Company may also solicit proxies personally, and by mail, facsimiletelephone, email or telephone. Theyother 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 recommends (i.e., FOR the election of each of the ten directors listed in this proxy statement, FOR the non-binding, advisory vote on the Company’s executive compensation, FOR the proposal to approve the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan, 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 on it.with respect to such matters.

    ThisThese proxy material wasmaterials were first mailed to certain shareholders on or about May 15, 2013.13, 2016. Also on that date, the Company mailed to all shareholders of record at the close of business on April 29, 2013,25, 2016, 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 February 2, 2013January 30, 2016 are available atwww.edocumentview.com/GCOB.www.envisionreports.com/GCOB, which does not have “cookies” that identify visitors to the site.

VOTING SECURITIES

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

April 29, 201325, 2016 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 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 (“broker non-votes”), will be counted for quorum purposes but not as votes cast for or against a matter. Accordingly, for all proposals other than the proposal to approve the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan, neither abstentions nor broker non-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 election of directors, and the advisory vote on executive compensation, and the approval of the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan are not matters as to which a broker may exercise discretionary voting authority.

Each of the director nominees must receive affirmative votes from a plurality of the votes cast to be elected. The proposalproposals to approve the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan and 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 of the proposal exceed the votes cast against it. Under applicable NYSE rules, abstentions will be treated as votes cast on the proposal to approve the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan, but broker non-votes will have no effect on the proposal to approve the Second Amended and Restated Genesco Inc. 2009 Equity Incentive Plan, and abstentions will have the same effect as a vote AGAINST such proposal. The executive compensation of the Company’s named executive officers will be deemed approved if the votes cast in favor of the proposal exceed the votes cast against it; however, this is an advisory vote and is not binding on the board of directors.

PROPOSAL 1

ELECTION OF DIRECTORS

    NineTen directors are to be elected at the meeting. They will hold office until the next annual meeting of shareholders and until their successors are elected and qualify.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 for Messrs. McDermott and Tehle 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 will reduce the number of directors comprising the board, as permitted by the Company’s Bylaws, or the proxies will be voted for a substitute nominee recommended by the board of directors.

The board of directors 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.

    JAMES S. BEARD, 72,JOANNA BARSH, 63,Retired President, Caterpillar Financial Services CorporationDirector Emeritus, McKinsey & Company; Independent Consultant.. Mr. Beard retired as vice president of Caterpillar Inc., a leading manufacturer of construction and mining equipment, engines and turbines, and as president of Caterpillar Financial Services Corporation in 2005, after a 40-year career with Caterpillar. HeMs. Barsh joined Genesco’s board in October 2005. He isNovember 2013. She became a director emeritus of Rogers Group, Inc.,McKinsey & Company, a privately-held producerglobal 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 construction products.several books. The board believes that Mr. Beard’s extensive experience in global operations with a major public companyMs. Barsh’s expertise gained through more than three decades of helping management teams and his financial expertise are beneficialboards identify market opportunities and chart and implement strategies provides valuable insight to theGenesco’s board and to the Company.management.

LEONARD L. BERRY, Ph.D., 70,73,University Distinguished Professor of Marketing, Presidential Professor for Teaching Excellence, Regents Professor, Distinguished Professor of Marketing and Professor of Humanities in Medicine, Texas A&M UniversityUniversity.. Dr. Berry has been a professor of marketing at Texas A&M University since 1982. He is also a Senior Fellow at the Institute for Healthcare Improvement in Cambridge, Massachusetts. He is the founder of the Center for Retailing Studies, holds the M.B. Zale Chair in Retailing and Marketing Leadership at Texas A&M and is the author of numerous books. He is a director of Lowe’s Companies, Inc., a publicly-held

home improvement retailer, and Darden Restaurants, Inc., a publicly-held casual dining restaurant company, and became a Genesco director in 1999. Dr. Berry brings to the board the benefits of years of thinking, writing, and teaching about the role of quality service in successful retailing,retail and other sectors, including healthcare, as well as the perspective gained from service on other boards in the retailcorporate and hospitality industry.non-profit boards.

WILLIAM F. BLAUFUSS, JR., 72,Retired Partner, KPMG LLP, Certified Public Accountant. Mr. Blaufuss, who became a Genesco director in 2004, retired as a partner from the public accounting firm of KPMG LLP in 2000. He was associated with KPMG for 37 years in various capacities, including Nashville Practice Unit Managing Partner and Partner in Charge of the Southeast Area Public Sector Practice. From 2000 to 2002, he performed special projects for KPMG International regarding its operations outside the United States and has since performed a number of consulting projects, including involvement in acquisition due diligence, corporate governance evaluations, and litigation support for a variety of clients. He is a director of NBT Holdings, Inc. and Nashville Bank and Trust Company and a member of the Tennessee State Board of Accountancy. The board believes that Mr. Blaufuss’s experience with a major public accounting firm is valuable to the board in its oversight of the Company’s financial performance, accounting and financial reporting, and internal controls.

JAMES W. BRADFORD, 66,69,Retired Dean, Owen Graduate School of Management, Vanderbilt UniversityUniversity.. Mr. Bradford, who joined Genesco’s board in 2005, has served as lead independent director since June 2012. He was named 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 2005.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 Clarcor Inc., a publicly-held provider of filtration products, systems and services, Granite Construction Incorporated, a publicly-held heavy civil contractor and construction materials producer, and Cracker Barrel Old Country Store, Inc., a publicly-held restaurant holding company. The board views Mr. Bradford’s extensive leadership experience at the Universityuniversity and in private industry as providing a significant perspective to the board.board and management.

ROBERT J. DENNIS, 59,62,Chairman, President and Chief Executive Officer, GenescoGenesco.. 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 and& Company, an international consulting firm, from 1984 to 1997, becoming a partner in 1990. Mr. Dennis is also a director of Corrections Corporation of America, a publicly-traded, full-service corrections management provider.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, 44,47,President and Chief Executive Officer, Alloy, IncDefy Media, LLC.. Mr. Diamondco-founded Alloy, Inc. in 1996. Alloy is1996, aprivately-held marketing and media company focusing on youth market through television, film, and digital media.media, which merged with Break Media in October 2013 to form Defy Media. He remains Chief Executive Officer of Defy Media, LLC. Mr. Diamond has beenwas a director of that companyAlloy 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, 65,68,Retired President, AT&T-Tennessee&T-Tennessee.. Mr. Dickens, who joined Genesco’s board in 2003, retired from AT&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 Avenue Bank-Tennessee,Financial Holdings, Inc., a publicly-traded bank holding company, chairman of the board of Harpeth Companies, aprivately-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, are beneficial to the board and to the Company.

THURGOOD MARSHALL, JR., 56,59,Partner, Bingham McCutchen LLPMorgan, 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 Bingham McCutchen LLP and a principal in Bingham Consulting Group LLC, an affiliate of the firm that assists business clients with communications, political, and legal strategies.Morgan, Lewis & Bockius LLP. He also serves on the boards of Corrections Corporation of America, a publicly-held owner and operator of correction and detention facilities, Ethics Resource Center, 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 Bingham McCutchenMorgan, 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, 64,67,DirectorFormer 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 is also a director of Office Depot, Inc., a publicly-held supplier of office products and services, and 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, 62,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, 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, having been recommended for consideration as a director by other non-management directors of the Company. 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.

DAVID M. TEHLE, 59,Retired Executive Vice President and Chief Financial Officer, Dollar General Corporation. Mr. Tehle, who joined Genesco’s board in February 2016, having been recommended for consideration as a director by other non-management directors of the Company, 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, 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, Mr. Beard, Dr. Berry, Mr. Blaufuss, Mr. Bradford, Mr. Diamond, Mr. Dickens, Mr. Marshall, and Ms. Mason, Mr. McDermott and Mr. Tehle are independent under applicable Securities and Exchange Commission (“SEC”) and NYSE rules. In making this determination, the board considered the following payments made by the Company in the fiscal year ended February 2, 2013January 30, 2016 (“Fiscal 2013”2016”):

• a charitable contribution of $500 to a tax-exempt organization with whichMr. Bradford is affiliated; and
  

• charitable contributions totaling $6,750 to two tax-exempt organizations of whichMr. Dickens is a director, a payment of $5,300 for membership in an educationalseries sponsored by one of the organizations, and contributions of $60,000 andfacility fees of $1,550$5,000 to a tax-exempt organization of which Mr. Dickens is a director, payments of $34,406 for a leadership program and related expenses to another tax-exempt organization of which Mr. Dickens is a director, and contributions of $52,400 to atax-exempt organization of which Mr. Dickens’ wife isais a director;
  payments totaling $257,499 to a law firm of which Mr. Marshall is a partner that provided legal services to the Company; and
  payments totaling $2,200 for membership in a tax-exempt organization of which Mr. McDermott’s wife is a director.

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 $400 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 Regulation S-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. No such transactions were disclosed for Fiscal 2013. The Company does not have a history of engaging in related-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 analysisreview, approval or approvalratification 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.

Board Committees and Meetings

The board of directors met eightseven times during Fiscal 2013.2016. 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 2013.2016. The board of directors has standing audit, nominating and governance, compensation, and financecompensation 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, or compensation committee. A description of each board committee and its membership follows.

Audit Committee

Members:Members:  William F. Blaufuss, Jr. (chairman), James S. Beard, Marty G. Dickens and Kathleen Mason

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)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 1211 times in Fiscal 2013.2016. The board of directors has determined that William F. Blaufuss, Jr., James S. Beard, Marty G. Dickens and Kathleen Mason each

qualifies as an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-K under the Exchange Act, and is “independent,” as defined by the NYSE rules and Rule 10A-3 under the Exchange Act.

Nominating and Governance Committee

MembersMembers::  James W. Bradford (chairman), Joanna Barsh, Leonard L. Berry, and Marty G. Dickens and Thurgood Marshall, Jr.

The nominating and governance committee, currently composed of four directors who are independent under applicable NYSE rules, met three times in Fiscal 2013.2016. 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 Directorlead independent director and presides over the board’s executive sessions of non-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 thethis committee is set forth under the caption “Corporate Governance,” below.

Compensation Committee

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

The compensation committee, currently composed of fourfive independent directors (as defined under applicable NYSE rules), met five times in Fiscal 2013.2016. 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)1974, as amended (“ERISA”)) 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 and stock purchase plans, 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.

Finance Committee

Members: Marty G. Dickens (chairman), James S. Beard, William F. Blaufuss, Jr., Matthew C. Diamond and Thurgood Marshall, Jr.

    The finance In fulfilling its responsibilities, the compensation committee currently composedmay delegate any or all of five independent directors, met four times in Fiscal 2013. The committee (i) reviews and makes recommendationsits responsibilities to the board with respect to (a) the establishment of bank lines of credit and other short-term borrowing arrangements, (b) the investment of excess working capital funds on a short-term basis, (c) significant changes in the capital structuresubcommittee of the Company, including the incurrencecompensation committee, consisting of long-term indebtedness and the issuance of equity securities and (d) the declarationone or omission of dividends; (ii) approves the annual capital expenditure and charitable contribution budgets; (iii) serves as the primary means of communication between the board of directors and the investment committeemore independent members of the Company’s employee benefits trusts and the chief financial officer regarding certain of the Company’s employee benefit plans; and (iv) appoints, removes and approves the compensation of the trustees under any employee benefit plan.committee.

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 aan annual meeting of shareholders must deliver written notice complying with the requirements set forth in the Bylaws to the secretarySecretary 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 Rule 12b-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,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 nameCompany, regarding such person’s background and address ofqualifications to serve as a director. The notice must also include certain information regarding the shareholder deliveringmaking the notice asnomination, any other shareholders proposing it, appears on the stock recordsand affiliates or associates of the Company, along withsuch shareholders, including names and addresses, the number and class of shares held of record by such shareholder.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 WednesdayThursday 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 WednesdayThursday 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:

• be able to represent the interests of the Company and all of its shareholders andnotand not be disposed by affiliation or interest to favor any individual, group or class ofshareholdersof shareholders or other constituency;

• possess the background and demonstrated ability to contribute to the board’sperformanceboard’s performance of its collective responsibilities, through senior executivemanagementexecutive management experience, relevant professional or academic distinction, or arecorda record of relevant civic and community leadership; and
  

• be able to devote the time and attention necessary to serve effectively as adirector.

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

    On April 1,In 2010, Robert J. Dennis, the Company’s chief executive officer, assumed the additional office of chairman upon Hal N. Pennington’shis predecessor’s retirement from the latter office. Prior to the appointment of Mr. Dennis as chief executive officer in 2008, Mr. Penningtonhis 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 along-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 Director,lead independent director, with the following responsibilities:

• in consultation with the chairman, approve the annual calendar for all meetingsofmeetings of the board and standing committees;
  

• provide the chairman with input as to the preparation of the agendas for theboard;
  
• the board;
  advise the chairman as to the quality, quantity and timeliness of the flow ofinformationof information from Company management that is necessary for the independentdirectorsindependent directors to effectively and responsibly perform their duties;
  

• coordinate the development of the agenda for and preside over executive sessionsofsessions of the board’s independent directors;
  

• act as principal liaison between the independent directors and the chairman onmaterialon material issues;
  

• evaluate, along with the independent members of the full board, the chiefexecutivechief executive officer’s performance and meet with the chief executive officer todiscussto discuss the evaluation;
  

• act as a liaison to shareholders who request direct communication with the board;and
  

• perform such other roles and responsibilities as may be assigned from time totimeto time by the nominating and governance committee or the full board.

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.

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 chief executive officer on hisCompany 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.

    In theThe board’s most recent review of the Company’s risk management processes and systems with the chief executive officer, the following major categories of riskfocused on risks associated with the Company’s business and strategies were identified:in the following major categories:

• Strategic and financial risk, including competition, growth opportunities, credit,liquidity and capital resources, and customer dynamics.
  

• Integrity and compliance risk, including accounting and financial reporting,legal compliance, and corporate governance matters.
  

• Operational risk, including supply chain, data privacy and security andworkforce-relatedand workforce-related risks.
  

• Catastrophic event risk, including facility losses and disruptions from naturaldisastersnatural disasters or other causes.

In addition to the board’s ongoing oversight of risk management and the chief executive officer’s 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, the finance committee of risks related to the availability of capital resources, and the compensation committee of certain aspects of workforce-related risks as well as risks arising from compensation policies and practices. 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 February 2013,March 2016, 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:

• the “banking” provisions of the Amended and Restated EVA Incentive Compensation Plan (the “EVA Plan”), discussed in “Executive Compensation --Compensation-- Compensation Discussion and Analysis,” below, under the heading “3. ElementsofElements of Direct Compensation--B. Annual Incentive Compensation,” which require theCompanythe Company to retain and pay out in three annual installments any portion of anannualan annual incentive award in excess of three times the target award earned in anyyearany year and subject the retained amounts to reduction or elimination in subsequentyearssubsequent years if performance deteriorates;
  

• equity-based, long-term incentive component of the Company’s executivecompensationexecutive compensation also discussed in “Compensation Discussion and Analysis,” whichiswhich is designed to prevent excessive risks by rewarding sustainable performance; and
  

• the Company’s share ownership requirements.

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 InterestedParties

Shareholders and employees of the Company and other interested parties may address communications to directors, either collectively or individually (including to the Lead Directorlead independent director or to the non-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.

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 fivefour business days after an amendment or waiver on its website,www.genesco.com.

Website

The charters of the nominating and governance, compensation and audit 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 and the persons who, according to the Company’s stock transfer records, own more than 5% of any of the other classes of voting securities described on page 2.stock. Percentages are calculated based on outstanding shares as of April 29, 2013.25, 2016. None of such persons owns any equity securities of the Company other than common stock.

Security Ownership of Directors and Management

The following table sets forth information as of April 29, 2013,25, 2016, 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.

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 reviewBecause of copies of reports filed with the SEC and of written representationsan error by officers and directors, the Company believes that during Fiscal 2013 all officersin calculating the due date, five Forms 4 reflecting restricted stock grants to directors Joanna Barsh, James S. Beard, Matthew C. Diamond, Marty G. Dickens and directors subject to the reporting requirements of Section 16(a)Kathleen Mason were filed the required reports on a timely basis.one day late in February 2015.

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 three 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 thethis “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.

• Compensation mix.The Company targets base salaries at or somewhatbelowsomewhat below the median of its peer group, while providing upside potential throughperformance-basedthroughperformance-based compensation, incomprised of a combination of annual incentives (whichalso(which also incorporate a multi-year banking mechanism) linked to operating results andstock-basedandstock-based compensation.
  
• Performance-based compensation.

• Annual incentive compensation

  The graphs below illustrate, for the Company’schief executive officer and for the other named executive officers is designed to reward increasing earnings in an amount sufficient to provideas a return on incremental capital greater thangroup, the Company’s costcomponents of capital -- a demanding measure of performance intended to ensure that incentives are awarded only for performance that increases the Company’s value. Annual incentivetargeted total compensation varies directly with performance,(defined as evidenced by significant variances in individual bonus multiples (compared to bonus targets) across individual business units and performance years. In addition, through a combination of the potential for negative bonus accruals and a multi-year bonus banking mechanism,base salary, target annual incentive compensation is designed to reward only sustainable performance. A total of $2.9 million of

bonuses earned for Fiscal 2013 byaward, and the Company’s senior executive officer group, including the named executive officers and three other heads of the Company’s U.S.-based operating divisions, were deferred pursuant to the banking mechanism and are thus subject to being reduced or eliminated by future negative awards over the next three fiscal years. While no named executive officer’s bonus for Fiscal 2013 was affected by the negative banking features of the incentive program, one other officer’s positive bank balance from prior years was reduced by a $103,000 negative awardgrant date market value, based on Fiscal 2013 performance and $93,000 of another officer’s Fiscal 2013 bonus was applied to a negative bank balance from a prior year (and will thus never result in a cash payment to the officer).

• The Company also provides stock-based compensation, intended to align the financial interests of management with those of the Company’s shareholders. Vesting of equity compensation is based on executives’ continued service, to complement the significant emphasis on operating performance in annual incentive compensation. The committee has specifically considered whether to incorporate performance conditions into equity incentive grants and has determined that the multi-year aspects and performance sensitivity of the annual incentive plan serve the same objectives as performance conditions in equity grants in a more effective manner, especially in view of the dilutive effect of the additional equity that the committee believes would be necessary to achieve an equivalent level of perceived value to the employee with equity awards contingent on performance.

• Share ownership guidelines.The Company’s executives are required to holda minimum number of sharesclosing price of the Company’s common stock. Because theguidelines are enumerated instock on the NYSE on the grant date, of restricted shares rather than as a multiple of salary, they are not subject to fluctuations ingranted under the Company’s share price over time.
  
• Change of control arrangements and severance plan.No executive officer of the Company is subject to an individual employment contract. The committee believes that change of control arrangements and the severance plan described below under the heading “Other Compensation – Change of Control Arrangements and Severance Plan” were structured according to competitive norms.

At the annual meeting of shareholders in 2012,2015, the compensation of the named executive officers of the Company was submitted for ana non-binding, advisory “say on pay” vote by shareholders. Approximately 87%98% of shares voting,the votes cast, representing approximately 81%89% of outstanding shares eligible to vote, were voted in favor of the compensation paid to the named executive officers, and 6.1%approximately 2.5% of shares voted,the votes cast, representing 5.7%2.0% 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 20142017 and determined that neither the compensation philosophy nor its implementation should be changed.changed in response to the “say on pay” vote. The committee willexpects 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 compensation 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 selectedengaged PricewaterhouseCoopers LLP as its independent compensation consultant beginning in July 2010, and the firm’s analysis and observations are reflected in the committee’s decisions about compensation for Fiscal 2012, 2013the three years reflected in the Summary Compensation Table and 2014.for the current fiscal year. Total fees paid by the Company to PricewaterhouseCoopers LLP has not performed anyfor compensation consulting and other services forrepresent a minimal portion of the Company since its retention by the committee; accordingly,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.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 compensation committee’s consideration. The final compensation decision restsdecisions 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 itsdecision-making process for Fiscal 2013, it2016, the committee considered (i) proxy statement data from a peer group of public companies (listed below) identified by the compensation 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 position,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 necessary.it believed appropriate. For its analysis of compensation levels established for Fiscal 2013,2016, 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.; Ann, Inc.; Ascena Retail Group, Inc.; Brown Shoe Company, Inc. (Caleres, Inc.); Chico’s FAS Inc.; The Children’s Place Retail Stores, Inc.; The Dress Barn, Inc.; DSW Inc.; Express, Inc.; The Finish Line, Inc.; Foot Locker, Inc.; J. Crew Group, Inc.; The Men’s Wearhouse, Inc.; Pacific Sunwear of California, Inc.; Skechers USA, Inc.; Stage Stores, Inc.; Stein Mart, Inc.; The Talbots Inc.; The Timberland Company; Urban Outfitters, Inc.; and Wolverine World Wide, Inc. The peer group referenced by the committee in its analysis of compensation for Fiscal 20142017 is identical to that used in the prior year’s analysis for both Fiscal 2015 and Fiscal 2016, except for the deletion of three companies that hadAnn, Inc. has been acquired by other companiesAscena Retail Group, Inc. and one company whose revenues and market capitalization had declined to such an extent thatis thus excluded from the committee considered it no longer relevant for comparison, and the addition of two companies that the committee considered relevant based on their industry, revenues, and market capitalization.Fiscal 2017 peer group.

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 compensation 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 benchmarks.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 compensation 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 compensation committee set Fiscal 20132016 base salaries for the senior executive officer groupmanagement in the aggregate at approximately 88%84% of the midpoint, based on the consultant’s survey and peer group data. Fiscal 2013 salary levels reflected the second step in a two-year plan by the committee to bring base salaries for the senior executive officer group to not more than 10% below the market median. For Fiscal 2012, the committee had granted a 2% increase to members of the senior executive officer group whose base salaries were at or less than 10% below the market median. For those with base salaries more than 10% below the median but not more than 20% below, the committee

granted increases sufficient to reach the 10% below median target. For those more than 20% below the median, the committee granted increases of not more than half of the difference between actual levels and 10% below median target. For Fiscal 2013, the committee granted a 2% increase to all members of the senior executive officer group except those who were more than 20% below the median in the prior year, who were granted the same dollar increase for Fiscal 2013 as for Fiscal 2012, despite the fact that the salary gap to the comparison group widened for Fiscal 2013. For Fiscal 2014, market data indicated a continuing rise in base salaries, causing five members of the senior executive officer group (including two of the named executive officers) to benchmark between 17% and 24% below the median on average for the past three years. In response,2016, the committee approved base salary increases of approximately 3% for three members of senior executive management (including Messrs. Dennis and Estepa among the named executive officers), 5% for those officers compared to increases of approximately 2%two members (including Mr. Caplan among the named executive officers) whose base salaries had benchmarked more than 20% below the market midpoint on average for the otherpast three years, and no increase for Mr. Kocher at his request, based on financial performance and cost control considerations in his business unit. Additionally, Ms. Vaughn’s base salary was increased by approximately 24% from Fiscal 2015 in connection with her promotion to chief financial officer at the beginning of Fiscal 2016. For Fiscal 2017, market data indicated a gap of more than 20% below market on a three-year average basis for four members of senior executive management (including Messrs. Caplan and Kocher among the named executive officers). Despite this gap, because of the Company’s overall financial performance in Fiscal 2016 and a somewhat conservative outlook for performance in Fiscal 2017, members of the senior executive officers did not receive an increase in base salary for Fiscal 2014.2017.

B.Annual Incentive Compensation.(i) OverviewOverview.  . Executive officers other than the chief executive officer 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. (The compensationThe committee has historically awarded the chief executive officer’s annual bonus on the same basis as if he were a corporate business unit participant in the EVA Plan, did so in Fiscal 2016, and has voted to do so with respect to Fiscal 2014.)2017. 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, as well as incentives designed to reward senior operational management for their contributions to corporate interests that may be broader than those of their individual business units. The compensation committee reviews and adopts the EVA Plan with input from its independent consultant and from senior management. The compensation committeeannually sets target bonus levels based on the consultant’sCompany’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. TargetTargets.  The chief executive officer’s target bonus was set at 105% of base salary for Fiscal 2016. Mr. Estepa’s target bonus was set at 81% of base salary and target bonuses for allthe other named executive officers were set at 75% of base salary for Fiscal 2016. The Fiscal 2016 targets for the named executive officers, other than the chief executive officer, were set between 65%averaged approximately 77% of base salary. According to the committee’s consultant’s data, market median annual incentive target for the chief executive officer was 106% of base salary and 81%averaged approximately 75% of base salary for Fiscal 2013. The chief executive officer’s target bonus was set at 100% for Fiscal 2013. The Fiscal 2013 targets for the other named executive officers in the aggregate were 9% above the estimated median annual incentive pay derived from the compensation committee’s consultant’s data.officers.

(iii) Award Components. Components.  The named executive officers participating in the Fiscal 20132016 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 compensation committee. Among the named executive officers in Fiscal 2013, Mr. Gulmi, Mr. Sisson and2016, Ms. Vaughn werewas assigned to the Corporate Total business unit; Mr. Caplan’s business unit whileallocation was 65% Johnston & Murphy Group, 17% Licensed Brands Group, 15% Corporate Total, and 3% other; Mr. Estepa’s business unit allocation was 78% Journeys Group, (including Underground by Journeys), 7% Schuh, and 15% Corporate Total; and Mr. Kocher’s business unit allocation was 85% Lids Sports Group and 15% Corporate Total. 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.

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 2013.2016.

(iv) EVA Calculations. Calculations.  EVA for Fiscal 20132016 was determined by subtracting from a business unit’s net operating profit after taxes (“NOPAT”) a charge of 12%10% of the average net assets (total assets minus non-interest bearing liabilities) employed to generate the profit. The 12%10% capital charge represented the Company’s estimate of its weighted average cost of debt and equity capital. The planEVA Plan is designed to encourage efficient use of assets, since profit improvement that is less than 12%10% of the incremental net assets employed reduces the participant’s bonus. For Fiscal 2014, the capital charge will be 10% of average net assets employed, based upon a revised estimate of cost of capital approved by the compensation committee. 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 incentive planEVA Plan purposes are not necessarily the same as the corresponding accounting measures calculated in accordance with U.S. Generally Accepted Accounting Principlesgenerally accepted accounting principles (“GAAP”) for financial reporting purposes. The Company’s NOPAT for purposes of the EVA Plan in Fiscal 20132016 was equal tocalculated by (a) adjusting reported earnings from operations excludingupward by the following amounts:

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

(v) Bonus Calculation Factors.Factors.  The following table shows for each of the Company’s primary business units in Fiscal 2013:2016: (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 below,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. 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 objectivesgoals 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 officer group considersofficers 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 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 2013.2016. 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. Each of theNo named executive officers received full credit forofficer’s bonus award was reduced because of his or her degree of achievement of strategic goals for Fiscal 2013.2016.

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 BankBank.  . The EVA Plan includes a “bonus bank” feature. Awards for better than expected EVA results in excess of target are uncapped and “negative awards” for worseresults less than expected resultstarget 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. Mr. Estepa’s bonus bank balance was reduced by $96,188 by negative awards for Fiscal 2016, leaving no positive balance in any executive officer’s bank.

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 is terminated for cause.elimination in the meantime based upon the performance of the business unit 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 forfeiture provisions that leave positive bank balances at risk for five years following voluntary resignation aid the retention of key employees. Including Fiscal 20132016 payouts and accruals, bonus bank balances for the named executive officers are as follows:

Bonuses reported in column (f)(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.

(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 executivesemployees of the Company including the named executive officers are intended to provide them with an incentive to make decisions whichthat 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.

Stock-based incentive awards includingin the form of restricted stock and/or options, are typically granted to executive officers and other key employees once annually. The compensation committee does not attempt to timestock-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.

Prior to the adoption in 2006 of FAS 123(R) (now ASC Topic 718) (an accounting standard requiring that employee stock options be reflected as compensation expense in issuing companies’ financial statements), employee options that satisfied certain criteria, unlike restricted stock, did not involve compensation expense. Consequently, options were the Company’s favored form of stock-based compensation. All option grants currently outstanding carry an exercise price equal to the fair market value of the underlying stock on the actual date of grant. Grants of all options currently outstanding, all of which are now exercisable,

became exercisable in equal annual installments over a period of four years. Annual vesting requires the executive to remain employed by the Company for the entire four-year vesting period to realize fully the gain on the total number of shares covered by the option. All currently outstanding options will expire in October 2016, ten years after the date of grant.they were granted.

The adoption of FAS 123(R)the accounting standard requiring that the value of stock options be expensed eliminated the financial benefit to the Company of issuing options rather than restricted stock. Viewed within the framework of its overall approach to compensation and taking into account the lack of any financial benefit to the Company from the issuance of options rather than restricted stock, the committee currently believes that restricted stock is preferable to options as a vehicle for meeting its objectives for long-term incentive compensation. Because options have no value to the employee if the market price of the Company’s stock is at or below the exercise price, the committee believes that options may lead to an exaggerated perception of downside risk and greater risk aversion on the part of option holders as compared to shareholders. Additionally, because the compensation committee believes that shares of restricted stock represent a greater value to recipients upon grant than do options, fewer shares of restricted stock than options may be granted, resulting in lower earnings per share dilution than a stock-based compensation program consisting solelythat includes options. Additionally, because options have no value to the employee if the market price of options.the Company’s stock is at or below the exercise price, the committee believes it possible that options may lead to an exaggerated perception of downside risk and greater risk aversion on the part of option holders as compared to shareholders. Reflecting this analysis, since 2008, the committee has substituted for the shares that had in previous years been granted as options a lesser number of shares 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.grants to executive officers.

The committee 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. Additionally, it believes that the policy goals served byunderlying 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 grant date value of shares granted in June 20122015 represented 2.5 times base salary for the chief executive officer and 1.6 times base salary for two of the other named executive officers, and 1.35 times base salary for the remaining two named executive officers.

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 currently complycomplied with the guidelines.guidelines through Fiscal 2016. Restricted stock grants and unexercised, vested stock option awards 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.Other CompensationOtherCompensation.

A.Change of Control Arrangements and Severance Plan.

All the named executive officers except Mr. Kocher 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, all stock options and restricted stock granted by the Company under the Company’s equity incentive plans become immediately vested and (in the case of options) exercisable upon a change“change of control ascontrol” (as defined in the plans.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.

On February 2, 2016, Mr. Kocher resigned from the positions of Senior Vice President of the Company and President of the Lids Sports Group. In connection with his resignation, Mr. Kocher and the Company entered into a transition agreement whereby he agreed to provide services reasonably requested by the Company through August 30, 2016, in order to assist in the transition of his former duties and responsibilities. He additionally agreed to be bound by a non-competition provision for a period of one year and a non-solicitation provision for a period of two years, to keep proprietary information of the Company confidential, and to provide a general release of claims against the Company. In exchange, the Company agreed to make a lump-sum payment to Mr. Kocher equal to his annual base salary prior to his resignation ($443,500), up to six monthly payments of $20,000 each while he remains employed in a transitional capacity, and a final lump-sum payment of $100,000 in exchange for the final release of claims at the end of the six-month transitional period. The Company also agreed to continue to pay its portion of group health insurance premiums for coverage of Mr. Kocher and his dependents under applicable COBRA regulations through the six-month transitional period.

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

(i)Defined Benefit Pension PlanPlan.  . The Genesco Retirement Plan (the “Retirement Plan”) is a noncontributory, qualified pension plan. Prior to December 31, 1995, itthe 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 the 10-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 on 30-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 2013,2016, the named executive officers who are participants in the Retirement Plan received the following “makeup” payments: