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): July 22, 2021 ( July 20, 2021 )     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.)   1415 Murfreesboro Pike Nashville Tennessee   37217-2895 (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 Genesco Inc. 2021 Annual Meeting of Shareholders was held on July 20, 2021. On July 21, 2021, First Coast Results, Inc., the inspector of election for the Annual Meeting, delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 13,884,599 shares of the Company’s common stock and Employees’ Subordinated Convertible Preferred Stock, out of a total of 14,984,299 shares outstanding and entitled to vote at June 28, 2021, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below. 1. Election to the Board of Directors of nine of the following 13 director nominees:   Nominee    For    Withheld Joanna Barsh*    10,115,362    44,867 Matthew C. Diamond*    10,051,200    109,029 John F. Lambros*    13,627,173    66,574 Thurgood Marshall, Jr.*    10,132,611    27,618 Angel R. Martinez*    13,667,067    26,680 Kevin P. McDermott*    10,136,706    23,523 Mary E. Meixelsperger*    13,668,211    25,536 Gregory A. Sandfort*    13,627,703    66,044 Mimi E. Vaughn*    13,583,083    110,664 Marjorie L. Bowen**    2,232,753    1,300,765 Margenett Moore-Roberts**    2,232,053    1,301,465 Dawn H. Robertson**    3,531,268    2,250 Hobart P. Sichel**    3,141,650    391,868   * Company nominees ** Legion nominees The following nine directors were elected at the Annual Meeting: Joanna Barsh, Matthew C. Diamond, John F. Lambros, Thurgood Marshall, Jr., Angel R. Martinez, Kevin P. McDermott, Mary E. Meixelsperger, Gregory A. Sandfort and Mimi E. Vaughn. 2. Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2021 proxy statement:   For   Against   Abstain 12,176,242   1,451,667   65,838 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year.   For   Against   Abstain 13,605,441   272,204   6,954 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: July 22, 2021     By:   /s/ Scott E. Becker     Name:   Scott E. Becker     Title:   Senior Vice President and General Counsel