UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 2, 2020 (
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 2, 2020, Genesco Inc. (the “Company”) announced that its Senior Vice President and Chief Financial Officer, Melvin G. Tucker, was resigning as an officer and employee of the Company effective November 27, 2020, to pursue opportunities outside of the Company. Mr. Tucker’s departure is not the result of any disagreement with the Company or any matter related to the Company’s operations, financial statements or accounting policies or practices.
The Company has commenced a search for a new Chief Financial Officer. Mimi E. Vaughn, the Company’s Board Chair, President and Chief Executive Officer, will become the Company’s acting Chief Financial Officer until the Company names a successor. Ms. Vaughn previously served as the Company’s Senior Vice President - Finance and Chief Financial Officer from February 2015 until June 2019. Until the Company names a successor, Ms. Vaughn will oversee a newly-established Office of the Chief Financial Officer which will be co-led by Brently G. Baxter, the Company’s Vice President and Chief Accounting Officer, Matthew N. Johnson, Vice President and Treasurer, and Dave Slater, Vice President of Financial Planning and Analysis and Investor Relations.
Ms. Vaughn will not receive any additional compensation for assuming the duties of acting Chief Financial Officer and no changes were made to Ms. Vaughn’s severance arrangements in connection with this appointment.
Ms. Vaughn has no family relationships with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are furnished herewith:
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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GENESCO INC. |
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Date: November 2, 2020 |
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By: |
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/s/ Scott E. Becker |
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Name: |
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Scott E. Becker |
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Title: |
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Senior Vice President, Secretary and General Counsel |
Exhibit 99.1
GENESCO ANNOUNCES DEPARTURE OF
CHIEF FINANCIAL OFFICER
NASHVILLE, Tenn., Nov. 2, 2020 – Genesco Inc. (NYSE: GCO) today announced that Melvin G. Tucker, senior vice president and chief financial officer, has resigned his position, effective November 27, 2020, in order to pursue an opportunity outside of the Company, and will assist in ensuring a smooth transition.
Genesco has commenced an executive search for a new chief financial officer. In the interim, Mimi E. Vaughn, board chair, president and chief executive officer, who previously served as chief financial officer, will assume the responsibilities of the position of chief financial officer. In addition, she will draw on a deep bench of company experience and will oversee a newly established Office of the CFO to provide additional leadership, which will be co-led by Brently G. Baxter, vice president and chief accounting officer, Matthew N. Johnson, vice president and treasurer, and Dave Slater, vice president of financial planning & analysis and investor relations. Baxter, Johnson and Slater have multiple decades of experience at Genesco or in the retail industry.
Vaughn said, “On behalf of the board and executive team, I want to thank Mel for his hard work and contributions to Genesco. We wish Mel all the best in his future endeavors. Our strong team will continue to navigate current pandemic challenges and position Genesco to take advantage of the many opportunities on the other side.”
Tucker added, “I am grateful for my time at Genesco and for the opportunity to work with such an incredible team of leaders. I continue to believe in the strength of the Genesco business and wish the team all the best and future success.”
The Company also reported that Tucker’s departure is not related to the Company’s operations, financial reporting or controls.
Safe Harbor Statement
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. 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 as a result of the effects of COVID-19 on the Company’s business including whether there are periods of increases in the number of COVID-19 cases in locations in which the Company operates, further closures of stores due to COVID-19, weakness in store and shopping mall traffic, restrictions on operations imposed by government entities and landlords, changes in public safety and health requirements, the Company’s ability to adequately staff stores, limitations on the Company’s ability to provide adequate personal protective equipment to employees, and the Company’s ability to maintain social distancing requirements; 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 products 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 European Union and other sources of weakness in the U.K. market; the effectiveness of the Company's omnichannel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressure in the U.S. and the U.K.; weakness in the consumer economy and retail industry; competition and fashion trends in the Company's markets; risks related to the potential for terrorist events; risks related to public health and safety events, including for example, the COVID-19 coronavirus; changes in buying patterns by significant wholesale customers; retained liabilities associated with divestitures of businesses including potential liabilities under leases as the prior tenant or as a guarantor of certain leases; and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could cause
differences from expectations include the ability to renew leases in existing stores and control or lower occupancy costs, and to conduct required remodeling or refurbishment on schedule and at expected expense levels; the Company’s ability to eliminate stranded costs associated with dispositions, including the sale of the Lids Sport Group business; the Company’s ability to realize anticipated cost savings, including rent savings; deterioration in the performance of individual businesses or of the Company's market value relative to its book value, resulting in impairments of fixed assets, operating lease right of use assets or intangible assets or other adverse financial consequences and the timing and amount of such impairments or other consequences; unexpected changes to the market for the Company's shares or for the retail sector in general; costs and reputational harm as a result of disruptions in the Company’s business
or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems; and the cost and outcome of litigation, investigations and environmental matters involving the Company. Additional factors are cited in the "Risk Factors," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of, and elsewhere in, the Company’s SEC filings, copies of which may be obtained from the SEC website, www.sec.gov, or by contacting the investor relations department of Genesco via the Company’s website, www.genesco.com. Many of the factors that will determine the outcome of the subject matter of this release are beyond Genesco's ability to control or predict. Genesco undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements reflect the expectations of the Company at the time they are made. The Company disclaims any obligation to update such statements.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear and accessories in more than 1,475 retail stores throughout the U.S., Canada, the United Kingdom and the Republic of Ireland, principally under the names Journeys, Journeys Kidz, Schuh, Schuh Kids, Little Burgundy, Johnston & Murphy, and on internet websites www.journeys.com, www.journeyskidz.com, www.journeys.ca, www.littleburgundyshoes.com, www.schuh.co.uk, www.johnstonmurphy.com, www.johnstonmurphy.ca, and www.dockersshoes.com. In addition, Genesco sells wholesale footwear under its Johnston & Murphy brand, the licensed Dockers brand, the licensed Levi's brand, the licensed Bass brand, and other brands. For more information on Genesco and its operating divisions, please visit www.genesco.com.
Genesco Inc. Financial Contact
Dave Slater
Vice President, Financial Planning & Analysis and IR
(615) 367-7604
dslater@genesco.com
Genesco Inc. Media Contact
Claire S. McCall
Director, Corporate Relations
(615) 367-8283
cmccall@genesco.com