Genesco Inc 8-K/A, filed May 15, 2024
Genesco Inc (GCO)
About this 8-K/A
Genesco Inc filed this 8-K/A on May 15, 2024, reporting on events of June 26, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. ☐
Explanatory Note
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 26, 2023, the Company reported in its Initial Filing that a majority of the Company’s shareholders cast a non‑binding, advisory vote for an annual frequency for future shareholder advisory votes on the Company’s executive compensation.
The Company’s Board of Directors has considered the outcome of the shareholder vote and determined that the Company will hold future shareholder advisory votes on the Company’s executive compensation on an annual basis until the next vote on the frequency of such vote is conducted or until the Board of Directors determines that a different frequency for such votes is in the best interests of the shareholders of the Company.
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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May 15, 2024 |
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/s/Scott E. Becker |
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Scott E. Becker |
EXHIBIT 99.1
GENESCO ANNOUNCES $50 MILLION INCREASE TO ITS SHARE
REPURCHASE AUTHORIZATION
NASHVILLE, Tenn., June 26, 2023 -- Genesco Inc. (NYSE: GCO) announced today that its board of directors has authorized a $50 million increase to its existing $200 million share repurchase authorization.
Under Genesco’s existing $200 million share repurchase, since September 2019 the Company has repurchased 3.9 million shares at a total cost of approximately $189.5 million leaving the remaining authorization of $10.5 million under the existing program. This includes repurchasing during the current quarter approximately 676,000 shares for a total cost of $14.5 million, at an average price of $21.41 per share.
Since December 2018, the Company has repurchased an aggregate of approximately 9.2 million shares at a total cost of approximately $415 million. These shares represent more than 46% of the shares outstanding at the start of these purchases.
The new authorization is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, private transactions, block trades, or otherwise, or by any combination of such methods, in accordance with SEC and other applicable legal requirements. The timing, prices and sizes of purchases will depend upon prevailing stock prices, general economic and market conditions and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the repurchase program may be suspended or discontinued at any time at the Company's discretion.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer and branded company, sells footwear and accessories in more than 1,390 retail stores throughout the U.S., Canada, the United Kingdom and the Republic of Ireland, principally under the names Journeys, Journeys Kidz, Little Burgundy, Schuh, Schuh Kids, Johnston & Murphy, and on internet websites www.journeys.com, www.journeyskidz.com, www.journeys.ca, www.littleburgundyshoes.com,www.schuh.co.uk, www.schuh.ie, www.schuh.eu, www.johnstonmurphy.com, www.johnstonmurphy.ca, www.nashvilleshoewarehouse.com, and www.dockersshoes.com. In addition, Genesco sells footwear at wholesale under its Johnston & Murphy brand, the licensed Levi’s brand, the licensed Dockers brand, the licensed Bass brand, and other brands. Genesco is committed to progress in its diversity,
equity and inclusion efforts, and the Company's environmental, social and governance stewardship. For more information on Genesco and its operating divisions, please visit www.genesco.com.
Genesco Financial Contacts Genesco Media Contact
Thomas A. George Claire S. McCall
(615) 367-7465 (615) 367-8283
tgeorge@genesco.com cmccall@genesco.com
Darryl MacQuarrie
(615) 367-7672
dmacquarrie@genesco.com