Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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): June 24, 2022 ( June 23, 2022 ) GENESCO INC. (Exact name of registrant as specified in its charter)   Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)     535 Marriott Drive Nashville Tennessee 37214 (Address of Principal Executive Offices) (Zip Code)   ( 615 ) 367-7000 Registrant's telephone number, including area code   Not Applicable (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 (see General Instruction A.2. below):   ☐   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 Symbol(s) Name of 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 5.07. submission of matters to vote of security holders.   The Annual Shareholders’ Meeting of Genesco Inc. (the “Company”) was hosted virtually on June 23, 2022, from the Company’s corporate headquarters in Nashville, Tennessee. Shares representing a total of 13,728,784 votes were outstanding and entitled to vote. At that meeting, the Company’s shareholders voted on the matters set forth below.   Election of Directors The Company’s shareholders elected all nine persons nominated for election as directors until the next annual meeting of the shareholders and until their successors are elected and qualified as set forth in the Company’s proxy statement dated May 13, 2022. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:   Nominee   For   Withheld   Broker  Non-Votes Joanna Barsh   10,887,105   917,273   446,920 Matthew C. Diamond   10,742,095   1,062,283   446,920 John F. Lambros   11,094,386   709,992   446,920 Thurgood Marshall, Jr.   10,978,751   825,627   446,920 Angel R. Martinez   11,621,473   182,905   446,920 Kevin P. McDermott   11,072,548   731,830   446,920 Mary E. Meixelsperger   11,734,826   69,552   446,920 Gregory A. Sandfort   11,096,670   707,708   446,920 Mimi E. Vaughn   11,572,726   231,652   446,920     Non-Binding, Advisory Vote on the Company’s Executive Compensation The Company’s shareholders voted upon a non‑binding, advisory proposal to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Shareholders’ meeting. The votes on this proposal were as follows:   For   Against   Abstain   Broker Non-Votes   8,799,056   2,996,824   8,498   446,920     Approval of Articles of Amendment to the Company’s Restated Charter The Company’s shareholders voted upon and approved articles of amendment to the Company’s Restated Charter to implement a majority voting standard for the election of directors in uncontested elections. The votes on this proposal were as follows:   For   Against   Abstain   Broker Non-Votes   11,762,740   7,834   33,804   446,920     Ratification of Independent Accountants The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows:   For   Against   Abstain   11,912,165   335,445   3,688             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: June 24, 2022   By:   /s/ Scott E. Becker     Name:   Scott E. Becker     Title:   Senior Vice President , Corporate Secretary and General Counsel