GCO Genesco

Filed: 22 Jul 21, 9:00am





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 22, 2021 (July 20, 2021)




(Exact name of registrant as specified in its charter)




Tennessee 1-3083 62-0211340

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1415 Murfreesboro Pike Nashville Tennessee 37217-2895
(Address of Principal Executive Offices) (Zip Code)

(615) 367-7000

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of exchange

on which registered

Common Stock, $1.00 par value GCO New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




ITEM 5.07. Submission of Matters to Vote of Security Holders.

The Genesco Inc. 2021 Annual Meeting of Shareholders was held on July 20, 2021. On July 21, 2021, First Coast Results, Inc., the inspector of election for the Annual Meeting, delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 13,884,599 shares of the Company’s common stock and Employees’ Subordinated Convertible Preferred Stock, out of a total of 14,984,299 shares outstanding and entitled to vote at June 28, 2021, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below.

1. Election to the Board of Directors of nine of the following 13 director nominees:



  For  Withheld

Joanna Barsh*

  10,115,362  44,867

Matthew C. Diamond*

  10,051,200  109,029

John F. Lambros*

  13,627,173  66,574

Thurgood Marshall, Jr.*

  10,132,611  27,618

Angel R. Martinez*

  13,667,067  26,680

Kevin P. McDermott*

  10,136,706  23,523

Mary E. Meixelsperger*

  13,668,211  25,536

Gregory A. Sandfort*

  13,627,703  66,044

Mimi E. Vaughn*

  13,583,083  110,664

Marjorie L. Bowen**

  2,232,753  1,300,765

Margenett Moore-Roberts**

  2,232,053  1,301,465

Dawn H. Robertson**

  3,531,268  2,250

Hobart P. Sichel**

  3,141,650  391,868



Company nominees


Legion nominees

The following nine directors were elected at the Annual Meeting: Joanna Barsh, Matthew C. Diamond, John F. Lambros, Thurgood Marshall, Jr., Angel R. Martinez, Kevin P. McDermott, Mary E. Meixelsperger, Gregory A. Sandfort and Mimi E. Vaughn.

2. Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2021 proxy statement:










3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year.








 272,204 6,954


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 22, 2021  By: /s/ Scott E. Becker
  Name: Scott E. Becker
  Title: Senior Vice President and General Counsel