8-K 063015


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 2015 (June 25, 2015)
GENESCO INC.
 
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
 
 
 
Tennessee
 
 
    
1-3083
 
 
 
62-0211340
(State or Other
Jurisdiction of
Incorporation)
 
 
    
(Commission
File Number)
 
 
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
 
 
 
1415 Murfreesboro Road
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))





ITEM 5.07. Submission of matters to vote of security holders.

The Annual Shareholders' Meeting of Genesco Inc. (the "Company") was held on June 25, 2015, at the Company's corporate headquarters in Genesco Park, Nashville, Tennessee. Shares representing a total of 24,088,512 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 ten 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 15, 2015. 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
  
21,985,346

 
129,551

 
963,248

James S. Beard
  
22,030,554

 
84,343

 
963,248

Leonard L. Berry
  
21,964,897

 
150,000

 
963,248

William F. Blaufuss, Jr.
  
22,020,190

 
94,707

 
963,248

James W. Bradford
  
21,962,129

 
152,768

 
963,248

Robert J. Dennis
  
21,536,754

 
578,143

 
963,248

Matthew C. Diamond
  
22,012,208

 
102,689

 
963,248

Marty G. Dickens
  
21,974,881

 
140,016

 
963,248

Thurgood Marshall, Jr.
  
18,369,036

 
3,745,861

 
963,248

Kathleen Mason
 
21,175,657

 
939,240

 
963,248



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
 
21,552,558

 
552,287

 
10,052

 
963,248

 






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
  
22,968,444

 
93,784

 
15,917

 








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.

By:    /s/ Roger G. Sisson
Name:    Roger G. Sisson
Title:    Senior Vice President,
Secretary and General Counsel
 Date: June 30, 2015