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 26, 2025     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) (IRS Employer 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 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 5.07 Submission of Matters to a Vote of Security Holders. The 2025 annual meeting of shareholders of the Company (the “Annual Meeting”) was hosted virtually on June 26, 2025, from the Company’s corporate headquarters in Nashville, Tennessee. Shares representing a total of 10,779,524 votes were outstanding and entitled to vote. At the Annual 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 16, 2025. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors: Nominee For Against Abstain Broker Non-Votes   Joanna Barsh 6,436,359 390,905 33,146 970,346 Matthew M. Bilunas 6,757,997 69,267 33,146 970,346 Carolyn Bojanowski 6,698,654 128,219 33,537 970,346 John F. Lambros 6,700,773 126,491 33,146 970,346 Thurgood Marshall, Jr. 6,615,781 234,068 10,561 970,346 Angel R. Martinez 6,698,604 64,719 97,087 970,346 Mary E. Meixelsperger 6,759,666 67,518 33,226 970,346 Gregory A. Sandfort 6,693,410 133,854 33,146 970,346 Mimi E. Vaughn 6,500,258 135,997 24,155 970,346   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 Meeting. The votes on this proposal were as follows:   For   Against   Abstain   Broker Non-Votes               6,036,837   624,385   199,188   970,346   Approval of the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan   The Company's shareholders voted upon and approved the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows:   For   Against   Abstain   Broker Non-Votes               6,130,137   721,879   8,394   970,346     Ratification of Independent Accountants   The Company’s shareholders voted upon and approved the ratification of the appointment of Deloitte & Touche 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           7,714,859   109,034   6,863       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 27, 2025 By: /s/ Scott E. Becker       Scott E. Becker Senior Vice President, Secretary and General Counsel