Genesco股東年會投票結果：九名董事全數當選 股權激勵計劃僅以54.5%贊成票勉強通過

8-K

 GENESCO INC false 0000018498 0000018498 2026-07-21 2026-07-21 
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 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 21, 2026
  
  

 Genesco Inc. 
 (Exact name of Registrant as Specified in Its Charter)
  
  

  

Tennessee
 
1-3083
 
62-0211340

(State or Other Jurisdiction
of Incorporation)
 
 (Commission
 File Number)

 
(IRS Employer
Identification No.)
  

 535 Marriott Drive
 Nashville, Tennessee

 
37214

(Address of Principal Executive Offices)
 
(Zip Code)
 Registrant’s Telephone Number, Including Area Code: 615 367-7000
 (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:
  

☐
 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

 
 Trading
Symbol(s)

 
 Name of each 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 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