STOCK TITAN

Genesco (NYSE: GCO) investors support board slate, pay and plan

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Genesco Inc. reported final voting results from its July 21, 2026 annual meeting, where a quorum was reached with 9,535,836 votes representing 85.63% of shares entitled to vote. Shareholders elected nine company nominees to the board over two nominees proposed by Bradley Radoff, with each director to serve until the 2027 annual meeting.

Shareholders approved, on an advisory basis, executive compensation with 8,188,814 votes for, and approved the Fourth Amended and Restated 2020 Equity Incentive Plan with 5,142,232 votes for and 4,300,596 against. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Common shares outstanding at record date 11,106,973 shares Common stock outstanding and entitled to vote as of June 11, 2026 record date
Preferred shares outstanding at record date 28,495 shares Employees’ Subordinated Convertible Preferred Stock outstanding and entitled to vote as of June 11, 2026
Votes represented at annual meeting 9,535,836 votes Quorum at July 21, 2026 annual meeting, representing 85.63% of entitled voting shares
Say-on-pay votes for 8,188,814 votes Advisory approval of named executive officer compensation
Equity Incentive Plan votes for 5,142,232 votes Approval of Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan (4,300,596 against)
Auditor ratification votes for 8,435,800 votes Ratification of Deloitte & Touche LLP for fiscal year ending January 30, 2027
Employees’ Subordinated Convertible Preferred Stock financial
"11,106,973 shares of common stock and 28,495 shares of Employees’ Subordinated Convertible Preferred Stock outstanding"
Broker Non-Votes regulatory
"Voted For, Voted Against, Abstentions, Broker Non-Votes 5,142,232, 4,300,596, 7,000, 86,008"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Equity Incentive Plan financial
"Proposal to approve the Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What did Genesco (GCO) shareholders vote on at the July 21, 2026 annual meeting?

They voted on electing nine directors, an advisory say‑on‑pay resolution, approving the Fourth Amended and Restated 2020 Equity Incentive Plan, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

Were Genesco (GCO) management’s director nominees elected in 2026?

Yes. Shareholders elected all nine of the company’s nominees, each receiving around 8.4 million votes for and under 1.1 million votes withheld, while two alternative nominees proposed by Bradley Radoff each received about 1.0 million for and over 8.3 million votes withheld.

How did Genesco (GCO) shareholders vote on say‑on‑pay in 2026?

They approved executive compensation on an advisory basis, with 8,188,814 votes for, 1,062,500 against and 198,514 abstentions, plus 86,008 broker non‑votes. This indicates overall support for the company’s named executive officer pay program at the 2026 meeting.

Did Genesco (GCO) shareholders approve the Fourth Amended 2020 Equity Incentive Plan?

Yes. The Fourth Amended and Restated 2020 Equity Incentive Plan was approved with 5,142,232 votes for, 4,300,596 against and 7,000 abstentions, plus 86,008 broker non‑votes, authorizing continued equity‑based compensation under the updated plan terms.

Which auditor did Genesco (GCO) shareholders ratify for fiscal 2027?

They ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027, with 8,435,800 votes for, 1,094,033 against and 6,003 abstentions, confirming Deloitte’s role as external auditor.

What level of shareholder participation did Genesco (GCO) have at the 2026 annual meeting?

There were 9,535,836 votes represented, consisting of 9,534,652 common and 1,184 preferred votes, equal to 85.63% of the 11,106,973 common and 28,495 preferred shares outstanding and entitled to vote as of the June 11, 2026 record date.
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

Filing Exhibits & Attachments

3 documents