Genesco Inc. Files DEF 14A for FY24
Ticker: GCO · Form: DEF 14A · Filed: May 17, 2024 · CIK: 18498
| Field | Detail |
|---|---|
| Company | Genesco INC (GCO) |
| Form Type | DEF 14A |
| Filed Date | May 17, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $13,500, $6.95 |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, executive-compensation, corporate-governance
TL;DR
Genesco's DEF 14A is out, detailing exec pay & governance for the year ending Feb 3, 2024. Vote wisely!
AI Summary
Genesco Inc. filed its DEF 14A on May 17, 2024, for the fiscal year ending February 3, 2024. The filing details executive compensation, annual meeting information, and other corporate governance matters. Key dates include the fiscal year end of February 3, 2024, and the filing date of May 17, 2024.
Why It Matters
This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions at the upcoming annual meeting.
Risk Assessment
Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently indicate new risks.
Key Numbers
- 20240203 — Fiscal Year End (The end date for the reporting period covered by the filing.)
- 20240517 — Filing Date (The date the DEF 14A was submitted to the SEC.)
Key Players & Entities
- GENESCO INC (company) — Filer
- 0000018498 (company) — Central Index Key
- 20240517 (date) — Filing Date
- 20240627 (date) — Conformed Period of Report
- 0203 (date) — Fiscal Year End
FAQ
What is the primary purpose of a DEF 14A filing?
A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders in connection with an annual or special meeting of security holders. It provides detailed information about matters to be voted on, including executive compensation, director elections, and other corporate governance issues.
When does Genesco Inc.'s fiscal year end for the period covered by this filing?
Genesco Inc.'s fiscal year ends on February 3, 2024, as indicated in the filing.
What is the filing date of this DEF 14A for Genesco Inc.?
This DEF 14A filing was made on May 17, 2024.
What is Genesco Inc.'s Standard Industrial Classification (SIC) code?
Genesco Inc.'s Standard Industrial Classification (SIC) code is 5661, which corresponds to Retail-Shoe Stores.
Where is Genesco Inc. headquartered?
Genesco Inc. is headquartered in Nashville, TN, with its business address listed as 535 Marriott Drive, 12th Floor, Nashville, TN 37214.
Filing Stats: 4,564 words · 18 min read · ~15 pages · Grade level 11.9 · Accepted 2024-05-17 09:01:13
Key Financial Figures
- $13,500 — y Georgeson a proxy solicitation fee of $13,500, plus $6.95 per completed telephone cal
- $6.95 — proxy solicitation fee of $13,500, plus $6.95 per completed telephone call to shareho
Filing Documents
- d675918ddef14a.htm (DEF 14A) — 1186KB
- g675918g03g01.jpg (GRAPHIC) — 90KB
- g675918g03g02.jpg (GRAPHIC) — 69KB
- g675918g04d04.jpg (GRAPHIC) — 64KB
- g675918g11s01.jpg (GRAPHIC) — 21KB
- g675918g11s02.jpg (GRAPHIC) — 15KB
- g675918g11s03.jpg (GRAPHIC) — 13KB
- g675918g11s04.jpg (GRAPHIC) — 14KB
- g675918g11s05.jpg (GRAPHIC) — 13KB
- g675918g12s01.jpg (GRAPHIC) — 14KB
- g675918g12s02.jpg (GRAPHIC) — 14KB
- g675918g13s01.jpg (GRAPHIC) — 25KB
- g675918g13s02.jpg (GRAPHIC) — 13KB
- g675918g27g27.jpg (GRAPHIC) — 53KB
- g675918g29h56.jpg (GRAPHIC) — 54KB
- g675918g37k12.jpg (GRAPHIC) — 25KB
- g675918g72d03.jpg (GRAPHIC) — 48KB
- 0001193125-24-141291.txt ( ) — 3203KB
- gco-20240203.xsd (EX-101.SCH) — 5KB
- gco-20240203_def.xml (EX-101.DEF) — 5KB
- gco-20240203_lab.xml (EX-101.LAB) — 7KB
- gco-20240203_pre.xml (EX-101.PRE) — 4KB
- d675918ddef14a_htm.xml (XML) — 179KB
Legal Proceedings
Legal Proceedings 23 Corporate Governance Guidelines 23 Code of Business Conduct and Ethics for Employees and Directors 23 Website 23
Security Ownership of Officers, Directors and Principal Shareholders
Security Ownership of Officers, Directors and Principal Shareholders 24 Principal Shareholders 24 25 Director and Executive Officer Ownership Guidelines 26 Anti-Hedging Policy for Directors and Officers 26 Delinquent Section 16(a) Reports 26
Executive Compensation
Executive Compensation 27 Compensation Discussion and Analysis 27 Compensation Committee Report 40 Compensation Committee Interlocks and Insider Participation 40 Summary Compensation Table 41 Grants of Plan-Based Awards for Fiscal 2024 44 Outstanding Equity Awards at Fiscal 2024 Year-End 45 Option Exercises and Stock Vested in Fiscal 2024 48 Non-Qualified Deferred Compensation 49 Change of Control Arrangements and Severance Plans 50 CEO Pay Ratio 58 Pay Versus Performance Table 59 Table of Contents Page Director Compensation 64 Proposal 2: Advisory Vote on Compensation of Named Executive Officers 66 Proposal 3: Approval of the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan 67 Audit Matters 80 Proposal 4: Ratification of Independent Registered Public Accounting Firm 80 Proposals for the 2025 Annual Meeting 84
Financial Statements Available
Financial Statements Available 85 Appendix A — Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan A-1 Table of Contents PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS June 27, 2024 The board of directors ("Board") of Genesco Inc. ("Genesco" or the "Company") is soliciting proxies to be voted at the 2024 annual meeting of shareholders (the "Annual Meeting"). The Annual Meeting will be held in virtual format at 10:00 a.m. Central Time, on Thursday, June 27, 2024. The notice that accompanies this proxy statement describes the items on the Annual Meeting agenda. The Annual Meeting will be a completely virtual meeting of shareholders, which will be held online via a live webcast at www.meetnow.global/MV4F4SH, where you will be able to vote electronically and submit questions during the Annual Meeting. No physical meeting will be held. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on April 29, 2024, or if you hold a valid proxy for the Annual Meeting. These proxy materials were first mailed to certain shareholders on or about May 17, 2024. ABOUT GENESCO Genesco, a Nashville-based specialty retailer and branded company, sells footwear and accessories in more than 1,300 retail stores throughout the U.S., Puerto Rico, 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 wholesale footwear under its Johnston & Murphy brand, the licensed Levi's brand, the licensed Dockers brand, the licensed G.H. Bass brand, and other brands. Information contained on, or acces