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 non­binding, 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

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