Genesco (GCO) Proxy filing summary

Executive summary

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

• The board recommends voting for its nine director nominees and against the four nominees proposed by Bradley Radoff, who is leading a proxy contest.

• The board highlights recent refreshment, diversity, and independence, with 8 of 9 directors independent and 6 of 9 gender or racially diverse.

• Shareholder engagement is emphasized, with regular outreach and incorporation of feedback into governance and compensation practices.

Voting matters and shareholder proposals

• Proposals include electing nine directors, a non-binding say-on-pay vote, 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 its nominees and all proposals, and against the Radoff nominees.

• Shareholders may submit proposals for the 2027 meeting by following advance notice requirements.

Board of directors and corporate governance

• Seven new directors have joined since 2019, six of whom are independent; board refreshment and diversity are ongoing priorities.

• All standing committees are composed entirely of independent directors.

• The board has adopted policies on director resignation, age limits, anti-hedging, and share ownership guidelines.

• The board’s leadership structure includes a lead independent director with defined responsibilities.