Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 20, 2021, Marty G. Dickens and Kathleen Mason notified Genesco Inc. (the
"Company") of their decision not to stand for reelection to the Board of
Directors of the Company (the "Board") when their respective terms expire at the
Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting"). Neither
Mr. Dickens' nor Ms. Mason's retirement is due to any disagreement with the
Company. Each of Mr. Dickens and Ms. Mason will continue to serve as a member of
the Board until the Annual Meeting, when their retirements will be deemed
effective.
On May 20, 2021, the Board voted to appoint Angel R. Martinez, Mary E.
Meixelsperger and Gregory A. Sandfort to the Board, effective May 20, 2021.
Additionally, effective as of such date, (i) Mr. Martinez was appointed to serve
on the Board's Nominating and Governance Committee, (ii) Ms. Meixelsperger was
appointed to serve on the Board's Audit Committee, and (iii) Mr. Sandfort was
appointed to serve on the Board's Compensation Committee. The Board has
determined that each of Mr. Martinez, Ms. Meixelsperger and Mr. Sandfort is
independent under the listing standards of the New York Stock Exchange and the
Company's Corporate Governance Guidelines.
Each of Mr. Martinez, Ms. Meixelsperger and Mr. Sandfort will serve as a
director until the Annual Meeting or until his or her successor is duly elected
and qualified or until his or her earlier death, resignation or removal. The
Board has nominated each of Mr. Martinez, Ms. Meixelsperger and Mr. Sandfort for
election at the Annual Meeting for a term of one year to serve until the 2022
annual meeting of shareholders or until his or her successor is elected and
qualified or until his or her earlier death, resignation, or removal.
As non-employee directors of the Company, each of Mr. Martinez,
Ms. Meixelsperger and Mr. Sandfort will receive an annual cash retainer of
$87,500 for Board service. Their annual cash retainers will be pro-rated for
their time of service during the current Board term. In connection with their
appointments, each of Mr. Martinez, Ms. Meixelsperger and Mr. Sandfort also
received a grant of restricted shares of the Company's common stock valued at
$9,012. The restricted stock vests on the first anniversary of the grant date,
subject to continued service on the Board. As part of director compensation,
each non-employee director is also entitled to receive an annual restricted
stock award equal to a value of approximately $107,500 which grants are expected
to be made to Ms. Meixelsperger and Messrs. Martinez and Sandfort at the Annual
Meeting assuming their election for a term of one year. Pursuant to the
Company's stock ownership policy for directors, each of Mr. Martinez,
Ms. Meixelsperger and Mr. Sandfort is required to hold common stock of the
Company having a value equal to three times his or her annual cash retainer and
has five years to achieve compliance with this policy.
There are no arrangements or understandings between any of Mr. Martinez,
Ms. Meixelsperger or Mr. Sandfort and any other persons pursuant to which he or
she was selected as a director. There are no transactions involving the Company
and Mr. Martinez, Ms. Meixelsperger or Mr. Sandfort that would be reportable
under Item 404(a) of Regulation S-K. A copy of the press release with respect to
the appointment of each of these directors is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press Release issued by Genesco Inc., dated May 21, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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