Genesco (GCO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually, with shareholders voting on director elections, executive compensation, an amended equity incentive plan, and auditor ratification.

• The board recommends voting for its nine director nominees and against the four opposition nominees proposed by Bradley Radoff.

• Shareholder engagement and board refreshment have been emphasized, with seven new directors since 2019 and a focus on diversity and relevant skills.

• The company’s “footwear first” strategy and values prioritize ethical operations, inclusivity, and sustainability.

Voting matters and shareholder proposals

• Four proposals: election of nine directors, advisory vote on executive compensation, approval of the Fourth Amended and Restated 2020 Equity Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• The board unanimously recommends voting for all its nominees and proposals.

• A proxy contest is underway, with Bradley Radoff nominating four alternative directors; the board opposes these nominees.

Board of directors and corporate governance

• Eight of nine directors are independent; six of nine are gender or racially diverse.

• Board committees (audit, nominating and governance, compensation) are composed entirely of independent directors.

• Board refreshment and diversity are ongoing priorities, with a director resignation policy and annual self-evaluations.

• Shareholder engagement includes regular meetings and feedback integration.