NASHVILLE, Tenn., July 6, 2021 /PRNewswire/ -- Genesco Inc.
(NYSE: GCO) ("Genesco" or the "Company") today announced that
Institutional Shareholder Services ("ISS"), a leading independent
provider of proxy research and vote recommendations to the
institutional investment community, has recommended that Genesco
shareholders vote the BLUE proxy card "FOR ALL" nine
of the Company's director nominees at Genesco's Annual Meeting of
Shareholders to be held on July 20,
2021.
"We are gratified that after a comprehensive review and
analysis, ISS recommended that shareholders vote "FOR ALL" of
Genesco's highly qualified directors for reelection at our upcoming
Annual Meeting," said Mimi Vaughn,
Board Chair, President and CEO of Genesco. "In its recommendation,
ISS clearly recognizes that the skills and experience of our
directors are essential to the continued execution of our footwear
focused strategy, which is producing clear and positive results,
and that Legion's nominees would not bring anything new or additive
to our Board. This endorsement from a leading proxy advisory firm
underscores our strong belief that we have the right Board and
strategy in place, and that we are well-positioned to succeed and
enhance long-term shareholder value in a rapidly evolving retail
landscape."
In making its recommendation that shareholders vote on the
Company's BLUE proxy card "FOR ALL" NINE of Genesco's highly
qualified directors, ISS commented1:
- "In light of GCO's recent board and management changes, and
given that Legion's nominees do not appear demonstrably superior to
the directors whom they would replace, shareholders are advised to
support the board's nominees at this annual meeting."
- "…all four recently appointed members of the board appear to
be appropriate additions, and the dissident's critique of
interconnections among GCO board members is creative but
unconvincing."
- "...the immediate removal of the four longest-tenured
directors standing for re-election does not appear
necessary..."
- "The dissident's 'cover the waterfront' strategy lacks
focus, and may present difficulties of digestion for
shareholders…"
ISS also highlighted that Legion's nominees lack the relevant
skills necessary to serve on Genesco's Board,
noting1:
- "[Marjorie Bowen] provided
very limited details about what she would like to accomplish in her
second term on the board."
- "The company's concerns regarding [Dawn Robertson's] short-lived tenure at many
companies seems valid and based on fact rather than
opinion."
- "[Hobart Sichel] lacks public Board experience (which in
this particular situation would seem essential, especially for a
single dissident director), and the board has already considered
him on their own volition and decided against advancing his
candidacy."
- "[Margenett Moore-Roberts] lacks public Board experience"
and her skills of building an inclusive customer base and work
force "do not appear to be among the company's most urgent
needs."
- "The potential contribution of Legion's nominees to the
board would therefore appear to be limited."
Genesco Urges Shareholders to Vote "FOR" its
Full Slate of Highly Qualified and
Experienced Director Nominees
Genesco continues to urge shareholders to protect the value of
their investment by voting the BLUE proxy card today "FOR" all nine
of the Company's highly qualified directors at the Company's Annual
Meeting scheduled to be held on July 20,
2021. The Company's proxy statement and other important
information related to its 2021 Annual Meeting of Shareholders can
be found at www.GenescoDrivingValue.com.
PLEASE VOTE TODAY!
To make sure your vote is processed timely, we
are encouraging all
shareholders to vote online or by telephone if possible—
just follow the easy instructions on the enclosed BLUE proxy
card.
You may also sign, date and return the enclosed BLUE proxy
card.
If you have any questions or need help voting
your BLUE proxy card,
please call the firm assisting us with the solicitation of
proxies:
Innisfree
1 (877) 825-8772
(toll-free from the U.S. and
Canada)
+1 (412) 232-3651
(from other
locations)
REMEMBER:
Please simply discard any White proxy cards
you may receive from Legion, as voting on a White card,
even in protest, will revoke any previous proxy you submitted
using
the BLUE proxy card. Only your latest-dated proxy
counts.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer and branded
company, sells footwear and accessories in more than 1,455 retail
stores throughout the U.S., Canada, the United
Kingdom and the Republic of
Ireland, principally under the names Journeys, Journeys
Kidz, Little Burgundy, Schuh, Schuh Kids, Johnston & Murphy,
and on internet websites www.journeys.com, www.journeyskidz.com,
www.journeys.ca, www.littleburgundyshoes.com, www.schuh.co.uk,
www.johnstonmurphy.com, www.johnstonmurphy.ca,
www.nashvilleshoewarehouse.com, and www.dockersshoes.com. In
addition, Genesco sells footwear at wholesale under its Johnston
& Murphy brand, the licensed Levi's brand, the licensed Dockers
brand, the licensed Bass brand, and other brands. For more
information on Genesco and its operating divisions, please visit
www.genesco.com.
Forward-Looking Statements
This release contains
forward-looking statements, including those regarding the
performance outlook for the Company and all other statements not
addressing solely historical facts or present conditions. Forward-
looking statements are usually identified by or are associated with
such words as "intend," "expect," "believe," "should,"
"anticipate," "optimistic" and similar terminology. Actual results
could vary materially from the expectations reflected in these
statements. A number of factors could cause differences. These
include adjustments to projections reflected in forward-looking
statements, including those resulting from the effects of COVID-19
on the Company's business, including COVID-19 case spikes in
locations in which the Company operates, the roll-out of COVID-19
vaccines and the public's acceptance of the vaccines, additional
stores closures due to COVID-19, the timing of the re-opening of
our stores, the timing of in-person back-to-work and back-to-school
and sales with respect thereto, weakness in store and shopping mall
traffic, restrictions on operations imposed by government entities
and/or landlords, changes in public safety and health requirements,
and limitations on the Company's ability to adequately staff and
operate stores. Differences from expectations could also result
from stores closures and effects on the business as a result of
civil disturbances; the level and timing of promotional activity
necessary to maintain inventories at appropriate levels; the
imposition of tariffs on product imported by the Company or its
vendors as well as the ability and costs to move production of
products in response to tariffs; the Company's ability to obtain
from suppliers products that are in-demand on a timely basis and
effectively manage disruptions in product supply or distribution,
including disruptions as a result of COVID-19; unfavorable trends
in fuel costs, foreign exchange rates, foreign labor and material
costs, and other factors affecting the cost of products; the
effects of the British decision to exit the European Union and
other sources of market weakness in the U.K. and Republic of Ireland; the effectiveness of the
Company's omni-channel initiatives; costs associated with changes
in minimum wage and overtime requirements; wage pressure in the
U.S. and the U.K.; weakness in the consumer economy and retail
industry; competition and fashion trends in the Company's markets;
risks related to the potential for terrorist events; risks related
to public health and safety events; changes in buying patterns by
significant wholesale customers; retained liabilities associated
with divestitures of businesses including potential liabilities
under leases as the prior tenant or as a guarantor; and changes in
the timing of holidays or in the onset of seasonal weather
affecting period-to-period sales comparisons. Additional factors
that could cause differences from expectations include the ability
to renew leases in existing stores and control or lower occupancy
costs, and to conduct required remodeling or refurbishment on
schedule and at expected expense levels; the Company's ability to
realize anticipated cost savings, including rent savings; the
Company's ability to achieve expected digital gains and gain market
share; deterioration in the performance of individual businesses or
of the Company's market value relative to its book value, resulting
in impairments of fixed assets, operating lease right of use assets
or intangible assets or other adverse financial consequences and
the timing and amount of such impairments or other consequences;
unexpected changes to the market for the Company's shares or for
the retail sector in general; costs and reputational harm as a
result of disruptions in the Company's business or information
technology systems either by security breaches and incidents or by
potential problems associated with the implementation of new or
upgraded systems; the Company's ability to realize any anticipated
tax benefits; and the cost and outcome of litigation,
investigations and environmental matters involving the Company, and
the impact of actions initiated by activist shareholders.
Additional factors are cited in the "Risk Factors," "Legal
Proceedings" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of, and elsewhere in,
the Company's SEC filings, copies of which may be obtained from the
SEC website, www.sec.gov, or by contacting the investor relations
department of Genesco via the Company's website, www.genesco.com.
Many of the factors that will determine the outcome of the subject
matter of this release are beyond Genesco's ability to control or
predict. Genesco undertakes no obligation to release publicly the
results of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Forward-looking statements reflect the expectations of the Company
at the time they are made. The Company disclaims any obligation to
update such statements.
Important Additional Information and Where to Find
It
Genesco has filed a definitive proxy statement (the
"Proxy Statement") and accompanying proxy card in connection with
the solicitation of proxies for the 2021 annual meeting of Genesco
shareholders (the "Annual Meeting"). INVESTORS AND
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE U.S.
Securities and Exchange Commission (the "SEC") CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain the Proxy
Statement, any amendments or supplements to the Proxy Statement and
other documents filed by Genesco with the SEC for no charge at the
SEC's website at www.sec.gov. Copies will also be available
at no charge in the Investors section of Genesco's corporate
website at www.genesco.com.
Participants in the Solicitation
Genesco, its
directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from Genesco
shareholders in connection with the matters to be considered at the
Annual Meeting. Information regarding the names of Genesco's
directors and executive officers and certain other individuals and
their respective interests in Genesco by security holdings or
otherwise is set forth in the Annual Report on Form 10-K of Genesco
for the fiscal year ended January 30,
2021, and in the Proxy Statement. To the extent holdings of
such participants in Genesco's securities have changed since the
amounts described in the Proxy Statement, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the
SEC.
1 Permission to use quotations neither sought
nor obtained from ISS and emphasis added by Genesco.
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SOURCE Genesco Inc.