8-K

GENESCO INC (GCO)

8-K 2026-01-29 For: 2026-01-29
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Added on April 08, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 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): January 29, 2026

Genesco Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee 1-3083 62-0211340
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
535 Marriott Drive
Nashville, Tennessee 37214
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 615 367-7000
---

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value GCO New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2026, Genesco Inc.’s (the “Company”) Senior Vice President and Chief Financial Officer, Cassandra E. Harris, tendered her resignation as an officer and employee of the Company effective March 6, 2026, to pursue opportunities outside the retail industry. Ms. Harris’ 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 and Ms. Harris have entered into a Consulting Agreement dated January 29, 2026, pursuant to which Ms. Harris will continue to support the Company as a consultant and principal accounting officer from March 7, 2026, through the filing of the Company’s fiscal year 2026 Form 10-K, anticipated to be filed on March 25, 2026, assisting with an orderly transition. The Company has agreed to pay Ms. Harris $12,000 for her transition services pursuant to the Consulting Agreement. A copy of the Consulting Agreement with Ms. Harris is expected to be filed with the fiscal year 2026 Form 10-K. The above summary of the Consulting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Consulting Agreement.

The Company will engage in a search for a new Chief Financial Officer. Following Ms. Harris’ resignation on March 6, 2026, Mimi E. Vaughn, the Company’s President and Chief Executive Officer, will become the Company’s Interim Chief Financial Officer until the Company names a successor. In addition to serving as the Company’s President and Chief Executive Officer, Ms. Vaughn also 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 lead a team of the Company’s experienced financial leadership team and management.

Ms. Vaughn will not receive any additional compensation for assuming the duties of Interim Chief Financial Officer and no changes were made to Ms. Vaughn’s severance arrangements in connection with this appointment.

Biographical information for Ms. Vaughn can be found in the Company’s definitive proxy statement for its 2025 annual meeting of shareholders filed with the Securities and Exchange Commission on May 16, 2025, and is incorporated herein by reference.

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:

Exhibit<br><br>No. Description
99.1 Press Release issued by Genesco Inc. dated January 29, 2026
104 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.

Genesco Inc.
Date: January 29, 2026 By: /s/ Scott E. Becker
Scott E. Becker<br>Senior Vice President, Corporate Secretary and General Counsel

EX-99.1

EXHIBIT 99.1

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GENESCO ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION

NASHVILLE, Tenn. Jan. 29, 2026 — Genesco Inc. (NYSE: GCO) today announced that Cassandra “Sandra” Harris, Chief Financial Officer, is stepping down from her role effective March 6, 2026, to pursue other opportunities. Harris will assist with an orderly transition, participate in Genesco’s fourth quarter and fiscal year 2026 earnings conference call in early March and will continue to support the Company as a consultant and principal accounting officer through the filing of the Company’s fiscal year 2026 Form 10-K on March 25, 2026.

The Company has initiated an active search for a permanent Chief Financial Officer and is moving expeditiously to identify a strategic leader to continue driving shareholder value.

Effective March 6, 2026, Mimi E. Vaughn, Genesco’s Chief Executive Officer, will assume the role of Interim Chief Financial Officer. In this seamless transition, Vaughn, who served as Genesco’s Chief Financial Officer from 2015 to 2019, will work closely with the Company’s deeply experienced financial leadership team and management to ensure continuity.

“We thank Sandra for her contributions to Genesco and appreciate her support during this transition. I am confident in the strength of our management and financial leadership team as we continue to execute on Genesco’s long-term growth strategy,” said Vaughn.

Harris’s departure is not related to any disagreement with the Company or any matter relating to its operations, policies, or financial reporting, and there were no issues involving the Company’s financial controls, disclosures, or accounting practices.

About Genesco Inc.

Genesco Inc. (NYSE: GCO) is a footwear focused company with distinctively positioned retail and lifestyle brands and proven omnichannel capabilities offering customers the footwear they desire in engaging shopping environments, including more than 1,240 retail stores and branded e-commerce websites. Its Journeys, Little Burgundy and Schuh brands serve teens, kids and young adults with on-trend fashion footwear inspired by youth culture in the U.S., Canada and the U.K. Johnston & Murphy serves the successful, affluent men and women with premium footwear, apparel and accessories in the U.S. and Canada, and Genesco Brands Group sells branded lifestyle footwear to leading retailers under licensed brands including Wrangler, Dockers and

EXHIBIT 99.1

Starter. Founded in 1924, Genesco is based in Nashville, Tennessee. For more information on Genesco and its operating divisions, please visit www.genesco.com.

Genesco Financial Contact

Jason Ware, Vice President, Investor Relations

(614) 735-1653/ jware@genesco.com

Genesco Media Contact Claire S. McCall, Director, Corporate Relations (615) 367-8283 / cmccall@genesco.com