SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
(xx) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
(xx) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Genesco Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
(xx) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
( ) Filing Fee of $ was previously paid on , 199 ,
the date the Preliminary Proxy Statement was filed.
(Logo, see appendix)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Genesco Inc. will be held at the Company's
executive offices, Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee,
on Wednesday, June 22, 1994 at 10:00 a.m. for the purposes of:
1. electing eight directors;
2. approving the appointment of Price Waterhouse as independent accountants
for the Company for the fiscal year ending January 31, 1995;
3. if presented at the meeting, acting upon a shareholder proposal
regarding cumulative voting; and
4. transacting such other business as may properly come before the meeting.
Shareholders of record at the close of business on April 19, 1994 will be
entitled to vote at the meeting.
By order of the board of directors.
Roger G. Sisson
Secretary
May 11, 1994
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN ORDER THAT YOUR SHARES WILL BE
VOTED. A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES IS ENCLOSED FOR YOUR CONVENIENCE.
(Logo, see appendix)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, JUNE 22, 1994
This proxy statement is furnished in connection with the solicitation of proxies
by the board of directors of Genesco Inc. ("Genesco" or the "Company") to be
voted at the annual meeting of shareholders to be held June 22, 1994, and at any
adjournments thereof, for the purposes set forth in the accompanying notice.
This proxy material was first mailed to shareholders on or about May 11, 1994.
The Company will pay the cost of solicitation. In addition to this solicitation
by mail, proxies may be solicited by officers, directors and regular employees
of the Company, without extra compensation, personally and by mail, telephone or
telegraph. The Company has retained the firm of Georgeson & Co. Inc. to aid in
the solicitation of proxies, for which the Company will pay a fee of $7,750.
Brokers, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses.
All valid proxies which are received will be voted in accordance with the
recommendations of the board of directors, unless otherwise specified thereon. A
shareholder may revoke a proxy before the proxy is voted at the annual meeting
by giving written notice of revocation to the secretary of the Company, by
executing and delivering a later-dated proxy or by attending the annual meeting
and voting his or her shares in person.
The board of directors is not aware of any matter to be submitted for
consideration at the annual meeting other than those set forth in the
accompanying notice. If any other matter properly comes before the meeting for
action, proxies will be voted on such matter in accordance with the best
judgment of the persons named as proxies.
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The Company's executive offices are located at Genesco Park, 1415 Murfreesboro
Road, Nashville, Tennessee 37217.
VOTING SECURITIES
The various classes of voting preferred stock and the common stock will vote
together as a single group at the annual meeting.
As of April 19, 1994, the record date for determination of shareholders entitled
to notice of and to vote at the annual meeting, the number of voting shares
outstanding and the number of votes entitled to be cast were as follows:
CLASS OF NO. OF VOTES PER TOTAL
STOCK SHARES SHARE VOTES
Subordinated Serial Preferred Stock:
$2.30 Series 1 37,283 1 37,283
$4.75 Series 3 19,632 2 39,264
$4.75 Series 4 16,412 1 16,412
$1.50 Subordinated Cumulative Preferred Stock 29,917 1 29,917
Employees' Subordinated Convertible Preferred
Stock 81,918 1 81,918
Common Stock 24,308,875 1 24,308,875
A majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting. A plurality of the
votes cast is necessary for the election of directors. The affirmative vote of a
majority of the total votes cast either for or in opposition to any other
proposal is necessary to approve it. Abstentions and shares represented at the
meeting but not voted on a particular matter due to a broker's lack of
discretionary voting power are counted for quorum purposes but are not counted
as votes cast for or against a particular matter.
ELECTION OF DIRECTORS
Eight directors are to be elected by shareholders to hold office until the next
annual meeting of shareholders and until their successors are elected and
qualify. All nominees are presently serving as directors, and all have consented
to serve if re-elected. The shares represented by the proxies which are received
will be
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voted FOR the election of the following eight nominees, unless specified
otherwise. If any nominee becomes unable or unwilling to serve prior to the
annual meeting, the board of directors will reduce the number of directors
comprising the board, pursuant to the Company's bylaws, or the proxies will be
voted for a substitute nominee recommended by the board of directors.
INFORMATION CONCERNING NOMINEES
The name, age and principal occupation of each of the nominees and certain
information regarding his business experience are set forth below:
DAVID M. CHAMBERLAIN, 50, CHAIRMAN, SHAKLEE CORPORATION. Mr. Chamberlain joined
Shaklee Corporation, a manufacturer and marketer of consumer products, in 1983
as president and chief operating officer, was elected a director in 1983 and
served as chief executive officer from 1985 until 1993. He has been chairman of
Shaklee Corporation since 1989. Prior to 1983 he was senior vice president and
group executive of Nabisco Brands Ltd., Canada. He has been a director of
Genesco since 1989. He also serves as the Chairman of the Board of Trustees of
the University of California at San Francisco.
W. LIPSCOMB DAVIS, JR., 62, PARTNER, HILLSBORO ENTERPRISES. Mr. Davis has been a
principal of Hillsboro Enterprises, an investment partnership, and of its
corporate predecessor since 1960. He has been a director of Genesco since 1988.
He is a director of American General Corp., Third National Bank in Nashville and
Thomas Nelson, Inc.
JOHN DIEBOLD, 67, CHAIRMAN, THE JD CONSULTING GROUP, INC. Mr. Diebold is
Chairman of The JD Consulting Group, Inc., a management consulting firm which he
founded in 1954. He has been a director of Genesco since 1969. He is also
Chairman of The Diebold Institute for Public Policy Studies, Inc., a foundation,
as well as trustee of a number of universities, public policy groups and
scientific institutions.
HARRY D. GARBER, 65, CHAIRMAN OF THE BOARD OF GENESCO. Mr. Garber became
chairman of Genesco on January 31, 1994, having been a director of Genesco since
1976. He was employed by The Equitable Life Assurance Society of the United
States, a major provider of life insurance, health insurance and annuities from
1950 until June 1993 and had served as its vice chairman since 1984. He also
serves as vice chairman of the board of Howard University.
JOEL C. GORDON, 65, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, SURGICAL
CARE AFFILIATES, INC. Mr. Gordon has been chairman of the board of Surgical Care
Affiliates, Inc., an owner and operator of freestanding outpatient surgical
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centers, since its founding in 1982 and has served as its chief executive
officer since 1987. Mr. Gordon was a founder and served as president and
vice-chairman of the board of General Care Corp., an owner and operator of
general acute care hospitals, from 1969 until it was sold to Hospital
Corporation of America in 1980. He has been a director of Genesco since June
1992. Mr. Gordon is a director of Surgical Care Affiliates, Inc., Third National
Bank in Nashville and Healthwise of America, Inc.
E. DOUGLAS GRINDSTAFF, 53, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF GENESCO. Mr.
Grindstaff was elected president and chief operating officer on April 22, 1992
and chief executive officer as of February 1, 1993. In 1962 Mr. Grindstaff
joined Procter & Gamble Inc. where he served in a number of manufacturing,
marketing and general management positions until his election as president of
Genesco. From 1987 to 1991 he was president of Procter & Gamble's Canadian
operations and most recently was president of Procter & Gamble Cellulose
Company. He has been a director of Genesco since April 1992. He is also a
director of Goody's Family Clothing, Inc.
WILLIAM A. WILLIAMSON, JR., 58, PRIVATE INVESTOR. Mr. Williamson was employed
from 1958 to 1992 by Durr-Fillauer Medical, Inc., a distributor of
pharmaceuticals, drug store sundries and medical, surgical and veterinary
products, and was elected chief executive officer of that company in 1974 and
named as its chairman in 1981. He has been a director of Genesco since 1989. Mr.
Williamson is a director of AmSouth Bancorporation.
WILLIAM S. WIRE II, 62, RETIRED CHAIRMAN OF GENESCO. Mr. Wire joined the Company
in 1962, was elected a vice president in 1971, senior vice president -- finance
in 1984 and vice chairman and a director in 1985. He was elected president and
chairman in 1986, served as chief executive officer from 1986 until January 31,
1993 and retired as chairman on January 31, 1994. Mr. Wire is a director of
First American Corporation, First American National Bank and Dollar General
Corporation.
BOARD COMMITTEES AND MEETINGS
The board of directors met nine times during the fiscal year ended January 31,
1994 ("Fiscal 1994"). No director was present at fewer than 75% of the total
number of meetings of the board of directors and the committees of the board on
which he served during Fiscal 1994. A description of each board committee and
its membership follows.
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AUDIT COMMITTEE
Members: Joel C. Gordon (chairman), W. Lipscomb Davis, Jr., Harry D. Garber
(until February 1, 1994), and William A. Williamson, Jr. (since
February 23, 1994)
The audit committee met five times in Fiscal 1994. The functions of the audit
committee are (i) to serve as the primary means of communication between the
board of directors and both the independent accountants and the corporate
auditor, (ii) to assist and make recommendations to the board of directors in
fulfilling its responsibilities relating to the Company's accounting, financial
reporting and internal accounting control policies and practices, (iii) to
review with the independent accountants and the corporate auditor the scope of
the annual audit plan, the results of the annual audit and the adequacy of the
Company's internal accounting controls, (iv) to make recommendations to the
board of directors with respect to the selection of independent accountants, (v)
to approve the fees payable to the independent accountants, (vi) to review any
non-audit services rendered by the independent accountants, (vii) to monitor
compliance with the Company's business ethics policies and (viii) to engage
independent accountants and other professional advisors to conduct such special
reviews or studies as the committee deems appropriate in fulfilling its
responsibilities.
NOMINATING COMMITTEE
Members: W. Lipscomb Davis, Jr. (chairman), David M. Chamberlain, John
Diebold and Harry D. Garber
The nominating committee met three times in Fiscal 1994. The function of the
nominating committee is to make recommendations to the board of directors with
respect to (i) the size of the board of directors, (ii) candidates for election
to the board of directors, (iii) the designation of committees of the board of
directors, their functions and members and (iv) the succession of the executive
officers of the Company. The nominating committee will consider for nomination
as directors qualified nominees recommended by shareholders, who may submit
recommendations to the committee in care of the secretary of the Company, giving
in detail the qualifications and experience of the persons so recommended.
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COMPENSATION COMMITTEE
Members: David M. Chamberlain (chairman), John Diebold and William A.
Williamson, Jr.
The compensation committee met six times in Fiscal 1994. The functions of the
compensation committee are (i) to approve the compensation of the officers of
the Company, (ii) to review the salary ranges applicable to other employees of
the Company whose base annual salary is at the rate of $125,000 or more, (iii)
to make recommendations to the board of directors with respect to the
compensation of directors, (iv) to review and provide assistance and
recommendations to the board of directors with respect to (a) management
incentive compensation plans and (b) the establishment, modification or
amendment of any employee benefit plan (as that term is defined in the Employee
Retirement Income Security Act of 1974) to the extent that action by the board
of directors is required, (v) to serve as the primary means of communication
between the administrator of the Company's employee benefit plans and the board
of directors and (vi) to administer the Company's Key Executives Stock Option
Plan, the 1987 Stock Option Plan, the Stock Savings Plan and the Restricted
Stock Plan for Directors.
FINANCE COMMITTEE
Members: Harry D. Garber (chairman), Joel C. Gordon, E. Douglas Grindstaff,
William A. Williamson, Jr. and William S. Wire II
The finance committee met six times in Fiscal 1994. The functions of the finance
committee are (i) to review and make recommendations to the board with respect
to (a) the establishment of bank lines of credit and other short-term borrowing
arrangements, (b) the investment of excess working capital funds on a short-term
basis, (c) significant changes in the capital structure of the Company,
including the incurrence of long-term indebtedness and the issuance of equity
securities, (d) the declaration/omission of dividends and (e) the annual capital
expenditure and charitable contribution budgets; (ii) to serve as the primary
means of communication between the board of directors and the investment
committee, the trustees of the Genesco Restricted Investments Pension Trust and
the vice president -- finance of the Company regarding the activities of such
committee, trustees and officer in respect of certain of the Company's employee
benefit plans (as that term is defined in the Employee Retirement Income
Security Act of 1974) and (iii) to appoint, remove and approve the compensation
of the trustees under any employee benefit plan.
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DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a retainer of $15,000 a
year and a fee of $750 for each board or committee meeting attended in person or
$500 for each meeting by telephone. Each committee chairman receives an
additional $2,000 a year. Directors who are employees do not receive any
compensation for serving as directors. The Company will defer the payment of all
or any portion of a director's fees. Amounts deferred accrue interest at the
prime rate. No director is currently deferring payment of a director's fees. The
Company also pays the premiums for directors who are not employees on $50,000 of
coverage under the Company's group term life insurance policy plus additional
cash compensation to offset income taxes imputed to directors for such premiums.
Harry D. Garber serves as chairman of the Company's board of directors under a
consulting arrangement pursuant to which he receives $12,500 per month in
addition to the standard directors' fees and retainer. Prior to his election as
chairman, Mr. Garber was retained by the Company as a consultant with regard to
pension plan issues. He received $3,000 plus expenses for his services in this
capacity before his election as chairman.
William S. Wire II was employed by the Company under an agreement dated January
9, 1993 pursuant to which he served as chairman of the Company at a base salary
of $525,000 a year through January 31, 1994 and agreed to serve thereafter as a
consultant to the Company at the same base annual salary until January 31, 1997.
The Company also agreed to make supplementary retirement benefit payments to Mr.
Wire under agreements dated October 18, 1988 and January 9, 1993. See "Executive
Compensation -- Pension Plan" below.
The Restricted Stock Plan for Directors was approved by shareholders on June 21,
1988. The plan, which provides for issuance of a maximum of 100,000 shares of
common stock, subject to adjustment under certain circumstances, provides for
the issuance to each non-employee director at three-year intervals of shares of
common stock valued at $15,000 (not to exceed 5,000 shares). The shares are
subject to restrictions on transfer and, with certain exceptions, are subject to
forfeiture if the director's service terminates in the three-year period
following the date of issuance. As of April 30, 1994, 63,475 shares of common
stock had been issued pursuant to the plan, of which 9,902 shares had been
forfeited, leaving 46,427 shares available for future grants.
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SECURITY OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL SHAREHOLDERS
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of persons known to beneficially
own more than 5% of the various classes of voting securities described on page 3
taken as a single voting group. Beneficial ownership of these shares consists of
sole voting and investment power.
CLASS
OF NO. OF PERCENT
NAME AND ADDRESS STOCK SHARES OF CLASS
Richard C. Blum & Associates, Inc. Common 2,026,600(1) 8.5
909 Montgomery Street
Suite 400
San Francisco, CA 94133
Brinson Partners, Inc. Common 1,229,500(2) 5.3
Brinson Trust Company
Brinson Holdings, Inc.
209 South LaSalle
Chicago, IL 60604-1295
(1) This information is as of July 1, 1993 and is based on statements in
Schedule 13D. These shares are deemed to be beneficially owned by Richard C.
Blum, who is the majority shareholder of Richard C. Blum & Associates, Inc.
The number of shares shown includes shares owned by (i) two investment
partnerships, BK Capital Partners III, L.P. and BK Capital Partners IV,
L.P., for each of which Richard C. Blum & Associates, Inc. is the sole
general partner and (ii) the Carpenters Pension Trust of Southern
California, for which Richard C. Blum & Associates, Inc. is the investment
advisor.
(2) This information is as of December 31, 1993 and is based on statements in
Schedule 13G.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 1, 1994 regarding the
beneficial ownership of the Company's common stock by each of the Company's
current directors, the Company's executive officers required to be named in the
Company's summary compensation table appearing elsewhere in the proxy statement
and the current directors and officers as a group.
NO. OF
NAME SHARES(1)
David M. Chamberlain 28,898
W. Lipscomb Davis, Jr. 31,826 (2)
John Diebold 11,832
Harry D. Garber 8,326
Joel C. Gordon 18,225 (3)
E. Douglas Grindstaff 474,000 (4)
James S. Gulmi 117,300 (4)
Ben T. Harris 5,710 (4)
Fowler H. Low 45,500 (4)
William A. Williamson, Jr. 20,076
William S. Wire II 138,474 (4)
Directors and Officers as a Group 933,780 (4)(5)
(1) Each director and officer owns less than 1% of the outstanding shares of the
Company's common stock, except for Mr. Grindstaff who owns 1.9%.
(2) Includes 10,000 shares of common stock owned by Mr. Davis' mother, for which
he holds a power of attorney. Mr. Davis disclaims beneficial ownership of
such shares.
(3) Includes 2,000 shares owned by a partnership of which Mr. Gordon's children
are the general partners and for which Mr. Gordon exercises voting and
investment control.
(4) Includes (i) with respect to Messrs. Grindstaff, Gulmi, Harris, Low and
Wire, 200,000, 117,300, 5,710, 45,500 and 130,000 shares, respectively,
which may be purchased within 60 days upon exercise of options granted to
them under the Company's stock option plans and (ii) with respect to all
current executive officers, a total of 532,123 shares which may be purchased
within 60 days upon exercise of options under such plans.
(5) Constitutes 3.8% of the Company's outstanding common stock.
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COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Such officers,
directors and shareholders are required by SEC regulations to furnish the
Company with copies of all such reports that they file.
Based solely on a review of copies of reports filed with the SEC and of written
representations by certain officers and directors, all persons subject to the
reporting requirements of Section 16(a) filed the required reports on a timely
basis, except that Mr. Low failed to file a Form 4 reflecting his sale of shares
of common stock in May 1994 until six days after it was due.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation from the
Company earned by or awarded or paid to the chief executive officer and each of
the other four most highly compensated executive officers and two additional
individuals who would have fit the latter category but for the fact that they
were not executive officers of the Company at January 31, 1994, for each of the
fiscal years ended January 31, 1992, 1993 and 1994.
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(1)(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
William S. Wire 1994 525,000 0 4,378 0 9,735
Chairman 1993 506,250 300,000 4,171 100,000 10,062
1992 412,500 0 70,000
E. Douglas Grindstaff 1994 500,000 0 0 0 12,067
President and Chief 1993 333,333 500,000 0 300,000 12,067
Executive Officer 1992 N/A N/A N/A
James S. Gulmi 1994 197,000 0 632 10,000 1,402
Vice President -- 1993 185,750 137,455 611 10,000 1,676
Finance 1992 173,250 0 20,000
Fowler H. Low 1994 218,500 131,100 0 7,000 5,609
President and Chief 1993 216,000 148,114 0 7,000 5,609
Executive
Officer, Johnston & 1992 211,500 31,725 17,500
Murphy,
a division of Genesco
Ben T. Harris 1994 161,250 0 0 7,000 1,890
President, Jarman Shoe 1993 156,250 93,750 0 7,000 798
Company, a division of 1992 105,916 21,964 4,000
Genesco
Norman M. Fryman 1994 195,611 0 0 0 1,260
President, The Greif 1993 325,000 195,000 0 8,000 798
Companies, a division of 1992 306,250 0 20,000
Genesco(3)
James W. O'Brien 1994 173,000 0 0 0 91,300
Vice President -- Human 1993 173,000 101,205 0 4,000 0
Resources(4) 1992 167,000 0 15,000
(1) Pursuant to the SEC's transition rules, amounts paid prior to Fiscal 1993
are excluded from this column.
(2) The amounts shown in this column reflect the value of amounts paid by the
Company with respect to life insurance policies, except that $86,500 of the
amount shown for Mr. O'Brien is a cash payment made in connection with the
termination of his employment.
(3) Mr. Fryman resigned effective September 3, 1993.
(4) Mr. O'Brien resigned effective August 1, 1993.
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OPTION GRANTS IN FISCAL 1994
The following table sets forth information regarding stock options granted to
the named executive officers in Fiscal 1994 and the potential realizable values
of those options assuming the market price of the Company's common stock
increases at annual rates of 5% and 10%, compounded annually, until they expire
ten years after the date of grant. The potential realizable values shown in the
table are hypothetical, have not been discounted to reflect their present value
and are not intended as a forecast of future stock price appreciation. Any gains
which may be realized upon exercise of such options will depend upon the actual
market price of the Company's common stock on the date the option is actually
exercised.
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM (10
GRANTED(1) EMPLOYEES PRICE EXPIRATION YEARS)
NAME (#) IN FISCAL YEAR ($ PER SHARE) DATE 5% ($) 10% ($)
William S. Wire II 0
E. Douglas
Grindstaff 0
James S. Gulmi 10,000 3.75 $5.50 12/08/2003 34,595 87,659
Fowler H. Low 7,000 2.62 $5.50 12/08/2003 24,217 61,361
Ben T. Harris 7,000 2.62 $5.50 12/08/2003 24,217 61,361
Norman M. Fryman 0
James W. O'Brien 0
(1) All options granted are intended to be incentive stock options for federal
income tax purposes and become exercisable in four equal annual installments
beginning December 8, 1994.
All stock option grants were made under the Company's 1987 Stock Option Plan.
The option price per share may not be less than the fair market value of the
Company's common stock (the closing price of the stock on the New York Stock
Exchange) on the date the option is granted. Options may not be exercised during
the first twelve months after the date of grant. Thereafter, options may be
exercised as determined by the compensation committee of the board of directors.
The term of options may not exceed 10 years. All options granted during Fiscal
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1994 expire 10 years after the date of grant, subject to earlier expiration upon
termination of employment.
AGGREGATED OPTION EXERCISES IN FISCAL 1994 AND YEAR END OPTION VALUES
The following table sets forth information concerning (i) stock options
exercised during Fiscal 1994 by the named executive officers, (ii) the number of
shares subject to unexercised options held by such persons at January 31, 1994,
indicating those currently exercisable and those not yet exercisable and (iii)
the value of such unexercised options on January 31, 1994. The realized value of
an exercised option is the market value of the common stock on the date
exercised less the exercise price. The values of unexercised options are
calculated by subtracting the exercise price from the closing market price of
the common stock as quoted on the New York Stock Exchange on January 31, 1994
($4.125). In-the-money options are those whose exercise price is below market
value.
NUMBER OF SHARES VALUE OF UNEXERCISED IN-
UNDERLYING OPTIONS AT THE-MONEY OPTIONS AT
SHARES ACQUIRED VALUE FISCAL YEAR-END (#) FISCAL YEAR-END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
William S. Wire
II 90,000 415,625 87,500 145,635 19,688.00 6,563.00
E. Douglas
Grindstaff 0 0 100,000 200,000 0 0
James S. Gulmi 0 0 61,800 30,000 5,625.00 1,875.00
Fowler H. Low 25,000 142,375 43,000 23,500 1,875.00 1,875.00
Ben T. Harris 22,000 92,019 5,625 13,875 469.00 469.00
Norman M. Fryman 66,250 293,312 0 0 0 0
James W. O'Brien 47,250 209,875 0 0 0 0
14
LONG-TERM INCENTIVE PLAN AWARD IN FISCAL 1994
Mr. Grindstaff's employment agreement with the Company (see "Agreements with
Management" below) was amended on December 8, 1993, to provide that if, at the
end of any of the four fiscal years ended January 31, 1995 through 1998, the
Company meets a specified cumulative pre-tax earnings goal for the period
beginning February 1, 1994, he will be eligible to receive a restricted stock
bonus. Any such bonus will be payable in shares of the Company's common stock in
an amount equal to (i) 300,000 multiplied by (ii) the amount by which the fair
market value of a share of the Company's common stock (determined after the
public announcement of the Company's results of operations for the fiscal year
in which the Company achieves the cumulative pre-tax earnings goal) exceeds
$6.00, divided by (iii) such fair market value of the Company's common stock.
The amended restricted stock bonus provision replaced the previous stock bonus
agreement which conditioned the award on the Company's satisfying certain pre-
tax earnings goals in any two consecutive fiscal years during the four fiscal
years ending January 31, 1993 through 1996. Any restricted stock bonus shares
will be subject to a risk of forfeiture if Mr. Grindstaff terminates his
employment, which risk of forfeiture lapses with respect to one-third of such
shares at the end of each of the three years after the end of the fiscal year in
which the Company achieves the cumulative pre-tax earnings per share goal. The
agreement, as amended, also provides that, if the Company has met certain
interim cumulative pre-tax earnings goals as of the end of the month preceding
the occurrence of a change in control, Mr. Grindstaff will be entitled to
receive a reduced restricted stock bonus based on the cumulative interim pre-tax
earnings achieved in relation to the specified four-year goal. Any bonus shares
issued upon a change in control would not be subject to forfeiture. The board
may in its discretion adjust the pre-tax earnings goal at the end of any fiscal
year to reflect the effect of (i) any substantial charge or credit to income of
an unusual or nonrecurring nature arising out of the disposition of any of the
Company's operating divisions or (ii) any change in accounting principles
resulting in a substantial increase in pre-tax earnings. No other executive
officer is a party to any long-term incentive plan. The following table reflects
Mr. Grindstaff's restricted stock bonus agreement:
NUMBER OF
SHARES, UNITS PERFORMANCE OR OTHER
OR OTHER PERIOD UNTIL MATURATION
NAME RIGHTS (#) OR PAYOUT
E. Douglas Grindstaff 300,000 Four Fiscal Years Ending
January 31, 1995-1998
15
PENSION PLAN
The following table shows the estimated annual benefits calculated under the
Genesco Retirement Plan formula at normal retirement (age 65) as a straight life
annuity, disregarding the Internal Revenue Code limitations on annual benefit
payments under the Plan (currently $118,800). The pension benefits shown are not
subject to any deduction for social security or other offset amounts.
YEARS OF BENEFIT SERVICE
10 YEAR AVERAGE 15 20 25 30 35
$ 125,000 $ 23,879 $ 31,839 $ 39,799 $ 47,759 $ 55,719
150,000 29,130 38,839 48,549 58,259 67,969
175,000 34,381 45,839 57,299 68,759 80,219
200,000 39,632 52,839 66,047 79,259 92,469
225,000 44,883 59,839 74,799 89,759 104,719
250,000 50,134 66,839 83,549 100,259 116,969
300,000 60,636 80,839 101,049 121,259 141,469
350,000 71,138 94,839 118,549 142,259 165,969
400,000 81,630 108,839 136,049 163,259 190,469
450,000 92,142 122,839 153,549 184,259 214,969
500,000 102,644 136,839 171,049 205,259 239,469
550,000 113,146 150,839 188,549 226,259 263,969
600,000 123,648 164,839 206,049 247,259 288,469
700,000 144,652 192,839 241,049 289,259 337,469
800,000 165,656 220,839 276,049 331,259 386,469
900,000 186,660 248,839 311,049 373,259 435,469
1,000,000 207,664 276,839 346,049 415,259 484,469
The Genesco Retirement Plan is a noncontributory, qualified pension plan
providing retirement benefits to eligible participants based on a formula which
takes into consideration the average of the 10 highest consecutive years'
earnings of the participant, years of benefit service and other factors. A
participant has no vested rights under the Plan until he has 5 years of service
with the Company.
The years of benefit service of the persons named in the Summary Compensation
Table are: William S. Wire II -- 31 years; E. Douglas Grindstaff -- 2 years;
James S. Gulmi -- 22 years; Norman M. Fryman -- 7 years; Ben T. Harris -- 26
years; James W. O'Brien -- 7 years; and Fowler H. Low -- 32 years. The earnings
of
16
such persons for purposes of computing benefits under the Plan are substantially
the same as set forth in the Summary Compensation Table in the salary and annual
bonus columns, except that the Internal Revenue Code limits to $150,000 the
amount of a person's annual earnings which may be taken into account in
calculating benefits under the Plan during the calendar year 1994. This limit
was $235,840 for calendar year 1993.
The Company has agreed to make supplementary retirement benefit payments from
the general funds of the Company to Mr. Wire pursuant to agreements dated
October 18, 1988 and January 9, 1993 and to Mr. Grindstaff pursuant to his
employment agreement dated April 22, 1992 in amounts equal to the difference
between the retirement benefits payable under the Plan and the benefits which
would have been payable if the Internal Revenue Code limitations on eligible
earnings and maximum payments described above had not been imposed. The
agreements with Mr. Wire further provide that his total annual benefits under
the Plan and his supplementary retirement agreements will not be less than
$260,000. By an agreement dated February 27, 1991, the Company established a
trust for Mr. Wire to be funded in the event of a change of control of the
Company (as defined in the change of control agreements described under the
heading "Agreements with Management" below) through a cash payment by the
Company in actuarially determined amounts required to provide that portion of
the supplementary benefit payments as of the date of the change of control.
AGREEMENTS AND RELATIONSHIPS WITH MANAGEMENT
William S. Wire II is employed by the Company as a consultant under an agreement
dated January 9, 1993 pursuant to which he served as chairman of the Company at
a base salary of $525,000 a year through January 31, 1994. See "Election of
Directors -- Director Compensation" above.
E. Douglas Grindstaff is employed by the Company under an agreement dated April
22, 1992, as amended December 8, 1993. The agreement, which expires on April
30,1995, provides for a base salary of $500,000 a year, subject to annual
increase at the discretion of the board of directors. Mr. Grindstaff received a
cash bonus of $150,000 upon the commencement of his full-time employment and is
eligible to receive annual cash incentive bonuses of up to 100% of his annual
base salary. The amount of any annual incentive bonus will be at the discretion
of the board of directors based on the Company's operating results during, and
its financial condition at the end of, each fiscal year and on Mr. Grindstaff's
individual performance and achievement of certain corporate and personal
objectives which are to be determined by the board of directors at the beginning
of each fiscal year.
17
Mr. Grindstaff received no incentive bonus with respect to Fiscal 1994. The
agreement with Mr. Grindstaff, as amended, also provides that he will be
eligible to receive a restricted stock bonus if the Company meets a specified
cumulative pre-tax earnings goal at the end of any fiscal year during the four
fiscal years ending January 31, 1995 through 1998. See "Long-Term Incentive Plan
Award" above. In the event of a change of control of the Company, the terms of
Mr. Grindstaff's employment under his agreement will be substantially the same
as those provided in agreements with other key executives of the Company as
described below, except that a change in control may trigger accelerated
issuance, in part or in whole, of the bonus shares, as described in "Long-Term
Incentive Plan Award" above. Mr. Grindstaff is also entitled to receive
supplemental pension benefits if he becomes eligible to receive retirement
benefits under the Genesco Retirement Plan. See "Executive
Compensation -- Pension Plan."
Thomas B. Clark is employed as Executive Vice President-Administration and
General Counsel under a three-year agreement dated December 8, 1993. The
agreement provides for an annual salary of $250,000, subject to annual increase
at the discretion of the compensation committee. Mr. Clark is eligible to
receive annual cash bonuses of up to 80% of annual base salary under the
Company's management incentive compensation plan and will receive a cash bonus
of not less than $100,000 in each of Fiscal 1995 and 1996. Pursuant to the
agreement, he was granted a 75,000 share stock option, vesting in three equal
annual installments beginning in 1994, under the Company's 1987 Stock Option
Plan. The agreement also contains change of control provisions substantially
identical to those described below. From August 1987 through December 1993, Mr.
Clark was a partner in the law firm of Boult, Cummings, Conners & Berry. In the
fiscal year ended January 31, 1994, the Company paid legal fees totalling
$1,900,000 to the firm.
Michael A. Corbett is employed as Treasurer of the Company under an agreement
dated October 26, 1993. The agreement provides for a monthly salary of $11,250
per month. Mr. Corbett is eligible to receive an annual cash bonus of up to 30%
of annual base salary under the Company's management incentive compensation plan
and will receive a cash bonus of at least $15,000 for Fiscal 1995 if he is
employed by the Company through January 31, 1995. Pursuant to the agreement, he
was granted a 2,000 share stock option, vesting in four equal annual
installments beginning in 1994, under the Company's 1987 Stock Option Plan.
18
In addition to the change of control agreements with Messrs. Grindstaff and
Clark, at various times from 1981 to 1994 the Company entered into substantially
identical change of control agreements with its executive officers and certain
other key executives. Among the named executive officers, Messrs. Gulmi, Low and
Harris are currently parties to such agreements. Mr. Corbett, Robert E. Brosky,
the Company's controller and chief accounting officer, and Roger G. Sisson,
corporate secretary and assistant general counsel, are also parties to such
agreements. The agreements become effective only in the event of a change of
control, which will be deemed to have occurred if a person or group acquires
securities representing 25% or more of the voting power of the Company's
outstanding securities or if there is a change in the majority of directors in a
contested election. Each agreement provides for employment by the Company for a
term of three years. The executive is to exercise authority and perform duties
commensurate with his authority and duties immediately prior to the effective
date of the agreement. He is also to receive compensation (including incentive
compensation) during the term in an amount not less than that which he was
receiving immediately prior to the effective date. If the executive's employment
is terminated by the Company during the term of the agreement, the executive
shall be entitled to (i) continue to receive the compensation provided for under
the agreement, subject to reduction for compensation received in any other
employment during the remainder of the term, or (ii) elect to receive a lump-sum
severance allowance equal to the present value of the compensation he would
otherwise receive under the agreement for the remainder of the term, but not to
exceed two years.
All stock options granted by the Company become immediately vested and
exercisable upon a change of control as defined in the stock option agreements
entered into with each optionee, provided that at least one year has elapsed
since the date the option was granted. The definition of change of control in
the stock option agreements is substantially the same as in the change of
control agreements described above.
Pursuant to an August 31, 1987 agreement with Norman M. Fryman, who resigned as
president of The Greif Companies on September 3, 1993, payment of up to $50,000
of any annual cash incentive compensation was to be deferred and credited to a
deferred compensation account. By an amendment dated as of March 1, 1991, that
amount was reduced to $26,135. To the extent his incentive compensation was less
than $26,135, his base salary was deferred to achieve an aggregate annual
deferral of $26,135. Amounts deferred have borne interest at the prime rate
since the termination of Mr. Fryman's employment. The balance of Mr. Fryman's
deferred compensation account was reduced to the extent that the
19
balance was greater than the loan value of a split-dollar life insurance policy
covering Mr. Fryman and by taxes accrued with respect to such policy. The
adjusted balance of approximately $233,800 is to be paid to Mr. Fryman in five
annual installments, the first of which will be paid in July 1994.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The compensation committee (the "Committee") of Genesco's board of directors has
general oversight responsibility for the compensation of the Company's executive
officers. See "Election of Directors -- Compensation Committee" for a detailed
description of the functions of the Committee. The Committee is currently
composed of the three directors named at the end of this report, none of whom
are employees of the Company.
The compensation policies of the Company are designed to attract and retain
qualified key management personnel and to provide motivation and reward for
achievement of the operating and strategic goals and objectives of the Company.
It is the Company's policy to provide executive officers with the opportunity,
through annual cash incentive compensation, to earn above-average total cash
compensation based on the achievement of performance-related goals. The
principal components of Genesco's executive compensation program currently are
base salary, annual cash incentive compensation and stock options.
BASE SALARY
It is the Company's general policy to pay competitive base salaries to its
executive officers. Salary ranges are established for each executive officer's
position, the mid-points of which approximate the median base salary ranges for
positions of similar scope, complexity and responsibility in companies with
comparable sales volume. The Committee annually reviews and, if appropriate,
adjusts executive officers' salary ranges after considering the results of
broad-based salary surveys conducted by nationally-recognized, independent
compensation consultants. The survey data upon which the Committee relies in
determining executive officer base salaries and total cash compensation
potential is limited neither to companies in the specific industries in which
the Company competes nor to the companies included in the S&P weighted average
industry index included in the stock performance graph. The Committee believes
that the Company competes with employers outside the specific industries in
which it does business to hire and retain qualified executives. ln making
individual base salary decisions, the Committee considers, in its subjective
judgment, in addition to relevant market survey
20
data, (i) the executive's experience, management and leadership ability and
technical skills; (ii) the executive's compensation history; (iii) corporate or,
if appropriate, operating unit performance (primarily pre-tax earnings); and
(iv) individual performance, without any weighting of the particular factors.
ANNUAL INCENTIVE COMPENSATION
Executive officers participate in Genesco's annual management incentive
compensation plan (the "MlC Plan") which is designed to retain, motivate and
focus the attention of management on the achievement of the Company's annual
operating plan and other objectives. The Committee annually reviews and makes
recommendations to the board of directors regarding the adoption of the MIC
Plan. The MlC Plan for each year is approved by the board. Approximately 68 key
executives and 99 other management employees participated in the MIC Plan for
the fiscal year ended January 31, 1994 (the "1994 MIC Plan"). Participants in
the 1994 MIC Plan were selected by the chief executive officer, who was not
eligible to participate in the 1994 MIC Plan. Participants were eligible to earn
maximum cash awards in amounts equal to a percentage (ranging from 15% to 80%)
of their base annual salaries. The chief executive officer determined the
maximum amount which individuals were eligible to receive based, in his
judgment, on the executive's position, the competitive incentive award
opportunities available in other companies and the executive's total cash
compensation potential. As a result, executives with higher base salaries had a
greater percentage of their total cash compensation at risk and contingent upon
accomplishment of business objectives. In connection with the recruitment of
Thomas B. Clark as the Company's Executive Vice President-Administration and
General Counsel, the Committee approved a provision in his employment contract
for a minimum bonus of $100,000 in each of Fiscal 1995 and 1996. See "Agreements
and Relationships with Management" above. As Mr. Clark is eligible to receive an
award of up to 80% of his base annual salary under the MIC Plan for the fiscal
year ending January 31, 1995, a portion of his Fiscal 1995 compensation remains
contingent upon the accomplishment of performance-related goals, notwithstanding
the provision for a minimum bonus.
During the fiscal year ended January 31, 1994, executive officers of the Company
were eligible to receive from 30% to 80% of their base annual salaries. Only one
of the named executive officers received a bonus under the terms of the 1994 MIC
Plan. See the Summary Compensation Table above. With respect to the 1994 MIC
Plan, the amounts of any actual awards payable to participants were based in
part (75% for executives who have operating responsibilities and 50%
21
for executives who have staff responsibilities) on the achievement of pre-tax
earnings goals of the Company and, with respect to executives with operating
responsibilities, of the business units in which the participant was employed.
These goals were determined by the chief executive officer, in his subjective
judgment, at the beginning of the year with reference to the Company's annual
operating plan approved by the board of directors. The remaining portion of the
award (25% for executives who have operating responsibilities and 50% for
executives who have staff responsibilities) was based on an assessment, made by
the chief executive officer, of more qualitative or subjective factors such as
achievement of departmental or individual goals and objectives and individual
contributions to the success of the Company, without any weighting of the
particular factors.
STOCK OPTIONS
The Committee believes that granting stock options to selected key employees of
the Company provides them with a strong incentive to make decisions which are in
the long-term best interests of the Company and, as such, serves to balance the
short-term annual cash incentive component of executive compensation. The
Committee further believes that options tend to align the financial interests of
management with those of the Company's shareholders, since the value of an
option is dependent upon improvement in the Company's performance and in the
recognition of that improved performance in the market for the Company's common
stock. Options are granted with an exercise price equal to the fair market value
of the stock on the date of grant. Options are typically granted to executive
officers and other key employees on an annual basis and typically become
exercisable in installments of 25% of the total number of shares subject to the
options. Options expire ten years after the date of grant. Staggering the
vesting of exercise rights requires the executive to remain employed by the
Company for a period of four years to fully realize any gain on the total number
of shares covered by the option. A total of 83 employees of the Company held
options to purchase shares of the Company's common stock as of April 1, 1994. A
total of 70 employees received stock option grants in 1994. In making stock
option grants, the Committee considers the recommendations of the chief
executive officer and the human resources department and, with respect to the
executive officers and certain other key executives of the Company, also makes
its own independent, subjective judgment as to the individual's past performance
and expected future contributions. The number of shares subject to options which
have been previously granted to an executive and the number of shares available
for future grants to all participants are also factors considered by the
Committee. Option recommendations made to the Committee are based in large part
on the individual employee's base
22
salary, adjusted to reflect the Committee's assessment of the same factors
considered in determining such employee's base salary.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Grindstaff is employed by the Company under an agreement dated April 22,
1992. The agreement, which expires on April 30, 1995, provides for a base salary
of $500,000 a year, subject to increase at the discretion of the board of
directors. Mr. Grindstaff is eligible to receive annual cash incentive bonuses
of up to 100% of his annual base salary. The amount of any annual incentive
bonuses is at the discretion of the board of directors, based upon the Company's
operating results during, and its financial condition at the end of, each fiscal
year and on Mr. Grindstaff's individual performance as assessed by the board of
directors in its subjective judgment. The Company's operating results during the
fiscal year ended January 31, 1994 and its financial condition at that date were
considered by the Committee, which did not recommend to the board that Mr.
Grindstaff receive an increase in base salary or an incentive bonus with respect
to Fiscal 1994.
The agreement with Mr. Grindstaff originally provided that he would be eligible
to receive a restricted stock bonus if the Company met certain pre-tax earning
goals in any two consecutive fiscal years during the four fiscal years ending
January 31, 1993 through 1996. In December 1993, the Committee recommended to
the board and the board approved an amendment to the agreement adjusting the
bonus provision to provide for the restricted stock bonus to be awarded if the
Company has met a specified cumulative pre-tax earnings goal at the end of any
fiscal year during the four fiscal years ending January 31, 1995 through 1998.
See "Long-Term Incentive Plan Award" above. In the event of a change in control
of the Company, the terms of Mr. Grindstaff's employment under his agreement are
substantially the same as those provided in the agreements for the other key
executives of the Company as described below, except that a change of control
may trigger accelerated issuance, in part or in whole, of the bonus shares. Mr.
Grindstaff is also entitled to receive supplemental pension benefits if he
becomes eligible to receive retirement benefits under the Genesco Retirement
Plan. See "Executive Compensation -- Pension Plan."
The Committee voted to adjust the restricted stock bonus formula pursuant to the
December 8, 1993 amendment in order to set a pre-tax earnings goal which the
Committee believed was more realistic than that set forth in the original
agreement, but was nonetheless an aggressive goal. The Committee believed that
the amendment would give Mr. Grindstaff a strong incentive to improve the
Company's earnings and to do so on a consistent basis over the entire four-year
23
period, rather than maximizing earnings for two out of four years, as might have
been the case under the original formulation. The Committee also believed that
the amended bonus goal would enable Mr. Grindstaff to earn his bonus by
increasing the profitability of the Company's existing business units without
requiring him to pursue an aggressive acquisition strategy to realize the goal.
The amended pre-tax earnings goal set by the Committee was based on increasing
pre-tax earnings at a certain compound annual rate over the applicable period,
using the pre-tax earnings for Mr. Grindstaff's first year, Fiscal 1993, as a
base year. The change of control provision reflects the Committee's judgment
that it is appropriate that Mr. Grindstaff be afforded the opportunity to earn a
portion of his restricted stock bonus in spite of any change in control on or
before January 31, 1998, but only to the extent that the Company has, on the
date of the change in control, generated the interim cumulative pre-tax earnings
used by the Committee to set the four-year cumulative pre-tax earnings per share
goal.
TAX DEDUCTIBILITY LIMIT
The Omnibus Budget Reconciliation Act of 1993 added a new Section 162(m) to the
Internal Revenue Code. Section 162(m) generally provides that certain
compensation in excess of $1 million per year paid to a company's chief
executive officer and any of its four other highest paid executive officers is
no longer deductible by a company beginning in the 1994 tax year unless the
compensation qualifies for an exception. This deduction limit generally applies
only to compensation that could otherwise be deducted by a company in a taxable
year. The Committee has reviewed the Company's executive compensation plans and
believes that no executive officer of the Company is likely to be paid
compensation exceeding $1 million in Fiscal 1995. The Committee will consider
the requirements of Section 162(m) in authorizing or recommending future
executive compensation arrangements.
David A. Chamberlain, CHAIRMAN
John Diebold
William A. Williamson, Jr.
24
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's common stock for the last five fiscal years with the cumulative total
return of (i) the S&P 500 Index and (ii) a composite of the S&P Shoes Index and
the S&P Textiles (Apparel Manufacturers) Index. The composite index is weighted
80% shoes and 20% textiles to reflect the approximate division in the Company's
revenues between (i) its footwear businesses and (ii) its tailored clothing
business. The graph assumes the investment of $100 in the Company's common
stock, the S&P 500 Index and the composite index at the market close on January
31, 1989 and the reinvestment monthly of all dividends.
(Graph appears here, see appendix)
Jan. 89 Jan. 90 Jan. 91 Jan. 92 Jan. 93 Jan. 94
Genesco Inc. 100.0 113.33 73.33 100.00 193.33 73.33
S & P 500 100.0 114.46 124.07 152.22 168.33 190.00
Composite Index 100.0 126.73 170.18 282.34 297.70 222.39
25
APPROVAL OF INDEPENDENT ACCOUNTANTS
The board of directors, upon recommendation of its audit committee, has
appointed Price Waterhouse as independent accountants to examine the financial
statements of the Company and its subsidiaries for the Company's fiscal year
ending January 31, 1995.
A representative of Price Waterhouse is expected to be present at the annual
meeting and will be given an opportunity to make a statement if he so desires
and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS APPOINTMENT AND
YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
SHAREHOLDER PROPOSALS
Mr. Joseph Bussetti, 52 South Lilburn Drive, Garnerville, New York, who owns
2,000 shares of Series 1 subordinated serial preferred stock and claims
beneficial ownership of 28,000 shares of common stock, has given notice that he
intends to present the following proposal at the annual meeting:
RESOLVED: That the stockholders of Genesco Inc., at a duly convened annual
meeting, at which a quorum was present in person or by proxy,
hereby request and recommend to the Board of Directors, as a
means of promoting increased shareholder democracy, to take the
steps necessary to provide for cumulative voting in the election
of directors, which means each stockholder shall be entitled to
as many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or
she may cast all of such votes for a single candidate, or any two
or more of them as he or she may see fit.
Mr. Bussetti makes the following statement in support of his proposal:
The proposal relating to cumulative voting for directors should be adopted
by the shareholders for the following reasons:
A major problem in today's corporate world is to make directors and
management of a company more responsive to its shareholders. A recent
example of this was the Paramount-Viacom-QVC battle, where the incumbent
directors of Paramount, until compelled to do so by a court, opposed a
higher offer for Paramount. Cumulative voting for directors is a means of
empowerment for shareholders, giving them greater influence in the
selection of directors, and through the directors, in the management of the
affairs of the company. An
26
editorial in the Corporate Examiner stated: "Shareholders interested in
promoting the democratic process should encourage corporate management by
supporting resolutions which call for the adoption of cumulative voting."
As explained in the proposed resolution, cumulative voting will have the
effect of enabling shareholders to "cumulate" their votes for one or more
directors rather than having those votes spread among all directors to be
elected.
Making it easier for shareholders to elect as directors someone other than
the slate chosen by management and the incumbent directors can only help
make the Board more responsive to the best interests of all shareholders,
not just those on the inside. It is no coincidence that management will
oppose this resolution on the false argument that each director should
represent all shareholders. The reality is, without cumulative voting, it
is difficult, if not impossible, for outside shareholders to have a voice
on the board.
It is the opinion of the board of directors that each director should represent
the interest of the Company and all of its shareholders. The board opposes
cumulative voting for directors, because in the election of a slate of eight
directors it would make it possible for a shareholder or a group of shareholders
having approximately 11% of the Company's outstanding voting power (or
approximately 10% of the votes cast in the last election of directors) to elect
a director who might regard himself as representing only the special interests
of those responsible for his election. The board believes that the election of
directors who view themselves as representing or answerable to a limited group
of shareholders could result in factionalism and discord among directors and
thus impede the effective functioning of the board to the disadvantage of the
Company and its shareholders generally.
The board supports the present method of electing directors by a plurality of
the votes cast, which it believes encourages directors to manage the affairs of
the Company for the benefit of all shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL, AND
YOUR PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
PROPOSALS FOR THE 1995 ANNUAL MEETING
Proposals of shareholders intended for inclusion in the proxy material for the
1995 annual meeting of shareholders must be received at the Company's offices at
Genesco Park, P.O. Box 731, Nashville, Tennessee 37202-0731, attention of the
Secretary, no later than January 11, 1995.
27
TABLE OF CONTENTS
PAGE
Notice............................. 1
Voting Securities.................. 3
Election of Directors.............. 3
Security Ownership of Officers,
Directors and Principal
Shareholders..................... 9
Executive Compensation............. 12
Approval of Independent
Accountants...................... 26
Shareholder Proposal............... 26
Proposals for the 1995 Annual
Meeting.......................... 27
(Logo, see appendix)
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
Annual Meeting
of Shareholders
June 22, 1994
*****************************************************************************
APPENDIX
*****************************************************************************
On the Notice Cover a logo of Genesco appears where indicated.
On Page 2 a logo of Genesco appears where indicated.
On Page 25 a Stock Performance Graph appears where indicated.
The plot points are defined in the table below where it appears.
On the last page (Back Cover) a logo of Genesco appears where indicated.
