Genesco Inc

1. 1

   Election of Directors

   Shareholder — Bradley L. Radoff, Jumana Capital Investments LLC and Christopher R. Martin (the Radoff-Jumana GroupBoard: FOR

   Vote to elect nine directors to the Board, including two shareholder-nominated Radoff-Jumana nominees (Westervelt T. Ballard, Jr. and Paula J. Poskon) and seven unopposed company nominees; contested election conducted by universal proxy.

2. 2

   Advisory Vote on Compensation of the Company’s Named Executive Officers (Say on Pay

   ManagementBoard: AGAINST

   Non-binding, advisory vote to approve the compensation of Genesco’s named executive officers as disclosed in the proxy statement ("Say on Pay").

   More detail

   This proposal is the non-binding 'Say on Pay' advisory vote required under Section 14A of the Exchange Act, asking shareholders to approve the disclosure and level of compensation awarded to the company’s named executive officers as described in the Compensation Discussion and Analysis and related tables in the company’s proxy materials. Management typically proposes this item to obtain shareholder endorsement of its executive compensation philosophy and to gauge investor support; corporate boards commonly treat a favorable result as validation of pay practices and consider adverse results when making future pay decisions. In the Radoff-Jumana Group’s filing, the proponents oppose the proposal, arguing that Genesco’s sustained underperformance under CEO Mimi Vaughn indicates a misalignment of pay and performance and that shareholders should not endorse the named executive officers’ compensation. The company’s proxy (not included here) frames the vote as advisory and non-binding and indicates the Board will review voting results and consider them in future compensation decisions. The contest context matters: an activist shareholder is urging opposition to signal concern about long-tenured management, capital allocation, and governance; a vote against could pressure the board to revisit pay design, metrics, and amounts, while a vote for would reduce immediate governance pressure on compensation. Given the non-binding nature, the practical outcome depends on how the Board responds to the vote and to activist pressure; a decisive negative outcome would likely trigger a public response and potential changes to compensation structures or leadership. Investors evaluating this proposal should weigh the firm’s disclosed compensation arrangements, historical pay-for-performance outcomes, the company’s strategic plan and operating results, and the credibility of the Board’s willingness to act on shareholder feedback. The Radoff-Jumana Group’s recommendation to vote against is rooted in their view that CEO tenure and historical returns do not justify continued endorsement of current pay, making this advisory vote a focal point for asserting shareholder dissatisfaction.

3. 3

   Approval of the Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan (Amended Plan

   ManagementBoard: AGAINST

   Approve amendment and restatement of the 2020 Equity Incentive Plan to add 1,200,000 shares to the reserve, revise full-value award debiting ratio, and clarify performance award settlement, effective July 21, 2026.

   More detail

   This proposal seeks shareholder approval to adopt the Fourth Amended and Restated 2020 Equity Incentive Plan, primarily to replenish the plan’s share reserve by 1,200,000 shares (bringing the total to 1,623,147 as of the Effective Date) and to make technical adjustments to how full-value awards are debited and to permit performance awards to be settled in cash, shares, or both. Management’s stated purpose for seeking approval is to ensure sufficient equity available to grant annual performance-based PSU awards and other equity compensation necessary to retain and incentivize executives, directors and key employees. The Radoff-Jumana Group opposes the amendment, arguing that granting the additional reserve would create excessive potential dilution—citing that the incremental shares represent a material portion of outstanding shares and that the Company has underperformed under current leadership, making further equity awards inappropriate. In the contest context, shareholder approval would preserve management’s flexibility to grant equity incentives that support retention and performance pay design; rejection would constrain future awards and potentially intensify pressure on the Board to revisit compensation and capital allocation. Key governance considerations include the fungible ratio and debiting treatment (which affect the real economic dilution of full-value awards vs. stock options), historical grant practices, and whether performance metrics and vesting schedules align pay with long-term shareholder returns. A sophisticated investor should weigh the compensation plan design and historical grant cadence against the Company’s operating performance and capital allocation priorities; the activist’s opposition signals potential for demands to limit dilution or tie awards to stronger performance metrics. If shareholders vote no, management can continue to use the existing, smaller plan but would be limited in making larger equity grants until a new reserve is approved, which could complicate retention or incentive programs but would protect shareholders from immediate additional dilution. The Radoff-Jumana Group’s recommendation to vote against is framed as a governance and dilution concern tied to their broader critique of board oversight and executive accountability.

4. 4

   Ratification of Independent Registered Public Accounting Firm (Deloitte & Touche LLP

   Management

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Genesco’s independent registered public accounting firm for the fiscal year ending January 30, 2027.

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When is the Genesco Inc 2026 annual meeting?

Genesco Inc (GCO) holds its 2026 annual shareholder meeting on Tuesday, July 21, 2026.

What is the record date for the Genesco Inc 2026 meeting?

The record date for the Genesco Inc 2026 meeting is Thursday, June 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Genesco Inc's 2026 meeting?

The board is presenting 9 director nominees at the Genesco Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Genesco Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Genesco Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.