UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Genesco Inc. (the “Company”) held its Annual Meeting of Shareholders on July 21, 2026 (the “Annual Meeting”). There were 11,106,973 shares of common stock and 28,495 shares of Employees’ Subordinated Convertible Preferred Stock outstanding and entitled to vote as of June 11, 2026, the record date for the Annual Meeting, with each such share being entitled to one vote for each matter considered at the Annual Meeting. There were 9,535,836 votes represented at the Annual Meeting by valid proxies or voted at the Annual Meeting (consisting of 9,534,652 shares of common stock and 1,184 shares of Employees’ Subordinated Convertible Preferred Stock), which was approximately 85.63% of the combined total of shares of common stock and Employees’ Subordinated Convertible Preferred Stock outstanding and entitled to vote at the Annual Meeting, which constituted a quorum.
Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 15, 2026 in connection with the Annual Meeting, and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
1. Election of nine directors to hold office until the 2027 Annual Meeting of Shareholders.
The shareholders voted to elect nine directors, each to hold office until the 2027 Annual Meeting of Shareholders and until such director’s successor has been elected and qualified or until their earlier resignation or removal. As a result of the vote, nine were elected to the Board of Directors, by the following votes:
| For |
Withhold | |||
| Company’s Nominees | ||||
| Joanna Barsh | 8,355,108 | 1,092,535 | ||
| Matthew M. Bilunas | 8,447,722 | 994,055 | ||
| Carolyn Bojanowski | 8,481,171 | 960,636 | ||
| John F. Lambros | 8,447,734 | 994,073 | ||
| Thurgood Marshall, Jr. | 8,398,000 | 1,049,626 | ||
| Angel R. Martinez | 8,480,265 | 961,132 | ||
| Mary E. Meixelsperger | 8,446,119 | 995,300 | ||
| Gregory A. Sandfort | 8,447,402 | 994,390 | ||
| Mimi E. Vaughn | 8,420,678 | 1,026,966 | ||
| Bradley Radoff’s Nominees | ||||
| Westervelt T. Ballard, Jr. | 1,034,186 | 8,318,340 | ||
| Paula J. Poskon | 1,032,892 | 8,319,579 | ||
2. Proposal to approve, on an advisory basis, named executive officer compensation.
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following votes:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||
| 8,188,814 | 1,062,500 | 198,514 | 86,008 |
3. Proposal to approve the Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan.
The shareholders approved the Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan, by the following votes:
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||
| 5,142,232 | 4,300,596 | 7,000 | 86,008 |
| 4. | Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. |
The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027, by the following votes:
| Voted For | Voted Against | Abstentions | ||
| 8,435,800 | 1,094,033 | 6,003 |
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. | ||||||
| Dated: July 22, 2026 |
By: | /s/ Scott E. Becker | ||||
| Name: | Scott E. Becker | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||