Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8‑K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 26, 2017 (June 22, 2017)

GENESCO INC.
(Exact Name of Registrant as Specified in Charter)

Tennessee
 
1-3083
 
62-0211340
(State or Other Jurisdiction of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

1415 Murfreesboro Road
Nashville, Tennessee
 
37217-2895
(Address of Principal Executive Offices)
 
(Zip Code)

(615) 367-7000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






ITEM 5.07. Submission of Matters to Vote of Security Holders.

The Annual Meeting was held on June 22, 2017, at the Company’s corporate headquarters in Genesco Park, Nashville, Tennessee. Shares representing a total of 19,631,380 votes were outstanding and entitled to vote. At that meeting, the Company’s shareholders voted on the matters set forth below.

Election of Directors

The Company’s shareholders elected all ten persons nominated for election as directors until the next annual meeting of the shareholders and until their successors are elected and qualified as set forth in the Company’s proxy statement dated May 12, 2017. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
Nominee
  
For
  
Withheld
  
Broker
 Non-Votes
Joanna Barsh
  
17,031,394
 
331,732
 
986,642
Leonard L. Berry
  
17,016,087
 
347,039
 
986,642
James W. Bradford
  
17,034,983
 
328,143
 
986,642
Robert J. Dennis
  
16,474,298
 
888,828
 
986,642
Matthew C. Diamond
  
17,010,740
 
352,386
 
986,642
Marty G. Dickens
  
17,016,062
 
347,064
 
986,642
Thurgood Marshall, Jr.
  
17,051,279
 
311,847
 
986,642
Kathleen Mason
  
17,026,498
 
336,628
 
986,642
Kevin P. McDermott
  
17,184,913
 
178,213
 
986,642
David M. Tehle
 
17,179,141
 
183,985
 
986,642

Non-Binding, Advisory Vote on the Company’s Executive Compensation

The Company's shareholders voted upon a non‑binding, advisory proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Shareholders' meeting. The votes on this proposal were as follows:
For
  
Against
  
Abstain
 
Broker Non-Votes
16,714,605
 
636,070
 
12,451
 
986,642
Non-Binding, Advisory Vote on the Desired Frequency of Future Votes on Executive Compensation

The Company’s shareholders voted upon a non-binding, advisory proposal to approve the desired frequency of future votes on executive compensation. The votes on this proposal were as follows:
1 Year
  
2 Years
  
3 Years
 
Abstain
 
Broker Non-Votes
14,088,649
 
2,603
 
3,257,989
 
13,885
 
986,642

Ratification of Independent Accountants

The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows:
For
  
Against
  
Abstain
18,274,265
 
52,904
 
22,599







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Genesco Inc.

By:    /s/ Roger G. Sisson
Name:    Roger G. Sisson
Title:    Senior Vice President,
Secretary and General Counsel
 Date: June 26, 2017