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): December 5, 2017 (December 5, 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
James C. Estepa, a Senior Vice President of Genesco Inc. (the "Company"), Chief Executive Officer of the Company's Journeys Group, and a named executive officer of the Company, has advised the Company of his intention to retire from his current role effective February 1, 2018. He has agreed to remain employed by the Company as Chairman Emeritus of the Journeys Group, acting in a consulting capacity and assisting with the transition of his duties, through June 30, 2018.
Mr. Estepa will continue to be compensated at his current salary of $53,645.83 per month from February 1, 2018 through June 30, 2018. He will continue to have a target annual incentive award equal to 81% of his annualized salary under the Company's EVA Incentive Plan for the fiscal year ending February 2, 2019 ("Fiscal 2019"), with any award for Fiscal 2019 to be based 90% on the performance of the Journeys Group and 10% on the performance of the Schuh Group in Fiscal 2019. Any incentive award earned for Fiscal 2019 will be prorated for the number of months Mr. Estepa is actually employed by the Company during Fiscal 2019, as provided in the EVA Incentive Plan.
A press release by the Company announcing Mr. Estepa's planned retirement is attached to this report as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit Number | Description | ||
99.1 | |||
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. | ||||
Date: December 5, 2017 | By: | /s/ Roger G. Sisson | ||
Name: | Roger G. Sisson | |||
Title: | Senior Vice President, Secretary and General Counsel | |||
EXHIBIT INDEX
No. | Exhibit | |||
99.1 | ||||
Exhibit 99.1
Financial Contact: Mimi E. Vaughn (615) 367-7386
Media Contact: Claire S. McCall (615) 367-8283
ESTEPA ANNOUNCES RETIREMENT PLANS
--Will Retire From His Current Position February 2018;
Will Serve as Chairman Emeritus of Journeys Group Through June 2018--
NASHVILLE, Tenn., Dec. 5, 2017 --- Genesco Inc. (NYSE: GCO) said today that James C. Estepa, Chief Executive Officer of The Journeys Group and a Senior Vice President of Genesco, has announced his intention to retire from his current position effective February 1, 2018. He will remain employed by Genesco as Chairman Emeritus of the Journeys Group, assisting with the transition of his duties, until June 30, 2018. Upon Estepa's retirement, Mario Gallione, President of Journeys retail and Colin Temple, Managing Director of the Schuh Group will report directly to Robert J. Dennis, Genesco's Chairman, President and Chief Executive Officer. Margaret Thouez, Senior Vice President and General Merchandise Manager of Little Burgundy, will report to Gallione.
Dennis said, "Jim Estepa is a legend in the footwear industry and has been a driving force at Genesco for decades. At Journeys, he has built the leading omnichannel retailer of footwear and accessories for teens and young adults in the United States and has championed our international growth through the successful acquisitions of Schuh and Little Burgundy. He has also built a first-rate team with deep experience and a long record of success at serving the Journeys customer. While his leadership, counsel, and larger than life presence will inevitably be missed, he will leave the Journeys Group in good hands."