Independent
Tenure on this board
12.6 yrs
9 nominees · 4 ballot items · contested.
Election of nine directors; advisory “Say on Pay” vote on named executive officers’ compensation; approval of Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan (increase share reserve and plan clarifications); ratification of Deloitte & Touche LLP as independent registered public accounting firm.
Elect nine directors to the Board to hold office until the next annual meeting or their successors are elected.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy materials.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management seeks shareholder support for its pay-for-performance design: base salaries around market median, an annual cash incentive (EVA Plan transitioning to STIP) and long-term equity awards split between time-based restricted stock and performance share units tied to adjusted operating income. The Board recommends “FOR,” arguing the program aligns with shareholder interests and supports retention and motivation. The proposal is advisory only and will not change compensation directly, but the Board will consider the voting results when making future compensation decisions. Given the Company’s recent compensation changes (introduction of PSUs, EVA Plan modifications, shortened restricted stock vesting) and recent strong operational performance, management presents this vote as affirmation of their approach to linking pay to sustainable performance.
Approve an amendment and restatement to increase the plan’s share reserve by 1,200,000 shares and make certain clarifications to award counting and settlement terms.
This management proposal requests shareholder approval to amend and restate the Company’s 2020 equity plan to increase the share reserve by 1,200,000 shares (bringing the total to 1,623,147 shares as of the effective date) and to make several administrative and technical changes to plan mechanics (notably the fungible share-counting ratios for full-value awards and clarification that performance awards can be settled in cash or stock). Management seeks the authority to continue granting equity incentives necessary to attract, retain and motivate executives, employees and non-employee directors. The proposal is motivated by the fact the company’s outstanding equity reserves were running low (423,147 shares available as of April 30, 2026) and the fiscal 2027 PSU grants had not been made as of that date. The compensation committee analyzed recent grant practices, burn rate (1.80% for FY26 and a 3-year average of 2.94%), and fully diluted overhang (10.6% current, 18.5% if the amended plan is adopted) and concluded the additional shares are generally expected to cover approximately one to two years of expected grants at current levels. Shareholder approval would replenish the reserve to preserve flexibility for market-competitive award levels and to fund upcoming PSUs, but it will increase potential dilution and overhang; proponents argue the number requested is moderate relative to peers and supports long-term alignment through PSUs and ownership guidelines, while opponents may raise concerns about dilution, pace of grants, or the use of fungible ratios that increase total potential share usage for full-value awards.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 9.7% | 1,080,582 | $31M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 607,194 | $18M |
| 3 | BlackRock, Inc. | 4.2% | 469,914 | $14M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 463,423 | $13M |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 441,737 | $13M |
| 6 | Fund 1 Investments, LLCActivist | 3.8% | 425,310 | $12M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.5% | 393,914 | $11M |
| 8 | BlackRock, Inc. | 2.8% | 312,626 | $9M |
| 9 | HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 2.7% | 300,000 | $9M |
| 10 | D. E. Shaw Co., Inc.Activist | 2.3% | 255,169 | $7M |
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