Genesco (GCO) Proxy filing summary

Executive summary

• Shareholder Bradley Radoff is seeking to replace two board nominees, a move opposed by the current board, which highlights recent strategic transformation and strong performance.

• Institutional Shareholder Services (ISS) recommended voting for the board’s nine nominees, citing no compelling case for change.

• The board urges shareholders to vote for its slate to maintain momentum and protect long-term value.

• Forward-looking statements caution that actual results may differ due to various risks, including market, operational, and regulatory factors.

Voting matters and shareholder proposals

• Shareholders are asked to vote for nine board nominees on the WHITE proxy card at the 2026 Annual Meeting.

• The board opposes the nomination of Bradley Radoff’s candidates, arguing they lack additive skills and experience.

• ISS supports the board’s nominees, reinforcing the board’s recommendation.

Board of directors and corporate governance

• The board has undergone significant refreshment, with 6 of 8 independent directors appointed since 2020 and a new lead independent director.

• 8 of 9 directors are independent, and the average tenure is 6.7 years, below the sector average.

• Directors bring expertise in retail, e-commerce, finance, compliance, operations, and diversity.

• The board conducts annual self-evaluations to ensure effectiveness and alignment with strategic needs.

• Detailed biographies highlight directors’ leadership in retail, finance, technology, and governance.