UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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 (
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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).
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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:
| Nominee |
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:
| For |
Against |
Abstain | ||
| 12,176,242 |
1,451,667 | 65,838 |
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.
| For |
Against |
Abstain | ||
| 13,605,441 |
272,204 | 6,954 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENESCO INC. | ||||||
| Date: July 22, 2021 | By: | /s/ Scott E. Becker | ||||
| Name: | Scott E. Becker | |||||
| Title: | Senior Vice President and General Counsel | |||||