Genesco Comments on Glass Lewis Recommendation
"The Glass Lewis recommendation unfortunately ignores the series of decisive changes Genesco's Board has initiated and implemented across the Company to sharpen our focus on our industry-leading footwear platform and the positive results these changes are producing for shareholders," said
Genesco strongly disagrees with Glass Lewis's conclusion and has serious concerns about Legion's candidates
Dawn Robertsonhas a reputation for short tenures and value destruction at companies – she has held nine different jobs in 15 years – and she does not have substantial experience in eCommerce or footwear. Hobart Sichel, who has no prior public board experience, was considered as a potential candidate for Genesco's Board in the fall of 2020 and did not move forward given his narrowly focused marketing experience.
The Company does concur with Glass Lewis's comment1 that Legion's case "fixates on peripheral items which seem to offer limited utility" and with the advisory firm's negative view of repeat Legion nominees
- The reelection of
Marjorie Bowento the Genesco Board would not be expected to yield substantial value.
- Margenett Moore-Roberts's principal experience does not speak to the Board's current needs.
Shareholders are urged to evaluate the Glass Lewis report in the context of last week's analysis by the nation's leading proxy advisor, ISS, which recommended that Genesco shareholders vote "FOR ALL" nine of the Company's director nominees, stating:1
- "In light of GCO's recent board and management changes, and given that Legion's nominees do not appear demonstrably superior to the directors whom they would replace, shareholders are advised to support the board's nominees at this annual meeting."
Genesco Urges Shareholders to Vote "FOR" its Slate of Highly Qualified and
Experienced Director Nominees
Genesco continues to urge shareholders to protect the value of their investment by voting the BLUE proxy card today "FOR ALL" nine of the Company's highly qualified directors at the Company's Annual Meeting scheduled to be held on
PLEASE VOTE TODAY!
To make sure your vote is processed timely, we are encouraging all
shareholders to vote online or by telephone if possible—
just follow the easy instructions on the enclosed BLUE proxy card.
You may also sign, date and return the enclosed BLUE proxy card.
If you have any questions or need help voting your BLUE proxy card, please call the firm assisting us with the solicitation of proxies:
1 (877) 825-8772
(toll-free from the
+1 (412) 232-3651
(from other locations)
Please simply discard any White proxy cards
you may receive from Legion, as voting on a White card,
even in protest, will revoke any previous proxy you submitted using
the BLUE proxy card. Only your latest-dated proxy counts.
The Company's proxy statement and other information related to its 2021 Annual Meeting can be found at www.GenescoDrivingValue.com.
This release contains forward-looking statements, including those regarding the performance outlook for the Company and all other statements not addressing solely historical facts or present conditions. Forward- looking statements are usually identified by or are associated with such words as "intend," "expect," "believe," "should," "anticipate," "optimistic" and similar terminology. Actual results could vary materially from the expectations reflected in these statements. A number of factors could cause differences. These include adjustments to projections reflected in forward-looking statements, including those resulting from the effects of COVID-19 on the Company's business, including COVID-19 case spikes in locations in which the Company operates, the roll-out of COVID-19 vaccines and the public's acceptance of the vaccines, additional stores closures due to COVID-19, the timing of the re-opening of our stores, the timing of in-person back-to-work and back-to-school and sales with respect thereto, weakness in store and shopping mall traffic, restrictions on operations imposed by government entities and/or landlords, changes in public safety and health requirements, and limitations on the Company's ability to adequately staff and operate stores. Differences from expectations could also result from stores closures and effects on the business as a result of civil disturbances; the level and timing of promotional activity necessary to maintain inventories at appropriate levels; the imposition of tariffs on product imported by the Company or its vendors as well as the ability and costs to move production of products in response to tariffs; the Company's ability to obtain from suppliers products that are in-demand on a timely basis and effectively manage disruptions in product supply or distribution, including disruptions as a result of COVID-19; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, and other factors affecting the cost of products; the effects of the British decision to exit the
Important Additional Information and Where to Find It
Genesco has filed a definitive proxy statement (the "Proxy Statement") and accompanying proxy card in connection with the solicitation of proxies for the 2021 annual meeting of Genesco shareholders (the "Annual Meeting"). INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE
Participants in the Solicitation
Genesco, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Genesco shareholders in connection with the matters to be considered at the Annual Meeting. Information regarding the names of Genesco's directors and executive officers and certain other individuals and their respective interests in Genesco by security holdings or otherwise is set forth in the Annual Report on Form 10-K of Genesco for the fiscal year ended
1Permission to use quotations neither sought nor obtained from ISS or Glass Lewis.
Media Contacts, Claire S. McCall, firstname.lastname@example.org, (615) 308-2483; Or Jared Levy / Danya Al-Qattan, Sard Verbinnen & Co, Genesco-SVC@sardverb.com; Investor Contacts: Tom George, email@example.com, (615) 367-7465, Or David Slater, firstname.lastname@example.org, (615) 367-7604