Genesco (GCO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 26, 2025, with shareholders able to vote electronically and submit questions online.

• The agenda includes electing nine directors, an advisory vote on executive compensation, approval of the Third Amended and Restated 2020 Equity Incentive Plan, and ratification of Deloitte & Touche LLP as the new independent auditor.

• Shareholders of record as of April 28, 2025, are entitled to vote.

• Genesco operates over 1,200 retail stores and has a mission focused on leading footwear brands, digital growth, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, a non-binding say-on-pay vote, approval of the amended equity incentive plan, and ratification of Deloitte as auditor.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by January 16, 2026, to be included in proxy materials.

Board of directors and corporate governance

• The board consists of nine directors, with a mix of industry, financial, and digital expertise; seven of nine directors have joined since October 2019.

• The board is committed to ongoing refreshment and diversity, with six diverse nominees and four women.

• All directors except the CEO are independent under SEC and NYSE rules.

• The board has standing audit, nominating and governance, and compensation committees, all composed of independent directors.

• The board conducts annual self-evaluations and encourages shareholder engagement.