NASHVILLE, Tenn., July 8, 2021 /PRNewswire/ -- Genesco Inc.
(NYSE: GCO) ("Genesco" or the "Company") today issued the following
statement in response to the Glass, Lewis & Co. ("Glass Lewis")
report regarding the election of directors to Genesco's Board of
Directors at the Company's 2021 Annual Meeting of Shareholders
("Annual Meeting"), scheduled to be held on July 20, 2021:
"The Glass Lewis recommendation unfortunately ignores the series
of decisive changes Genesco's Board has initiated and implemented
across the Company to sharpen our focus on our industry-leading
footwear platform and the positive results these changes are
producing for shareholders," said Mimi
Vaughn, Board Chair, President and CEO of Genesco.
"Genesco's nine director nominees collectively bring a wealth of
leadership experience, financial, strategic and retail expertise,
and strong track records of building enduring brands and creating
sustainable value for shareholders."
Genesco strongly disagrees with Glass Lewis's conclusion and has
serious concerns about Legion's candidates Dawn Robertson and Hobart Sichel, who lack the
track records, experience and commitment to serve on Genesco's
Board.
- Dawn Robertson has a reputation
for short tenures and value destruction at companies – she has held
nine different jobs in 15 years – and she does not have substantial
experience in eCommerce or footwear.
- Hobart Sichel, who has no prior public board experience, was
considered as a potential candidate for Genesco's Board in the fall
of 2020 and did not move forward given his narrowly focused
marketing experience.
The Company does concur with Glass Lewis's comment1
that Legion's case "fixates on peripheral items which seem to offer
limited utility" and with the advisory firm's negative view of
repeat Legion nominees Marjorie
Bowen and Margenett Moore-Roberts. Glass Lewis noted
that:
- The reelection of Marjorie Bowen
to the Genesco Board would not be expected to yield substantial
value.
- Margenett Moore-Roberts's principal experience does not speak
to the Board's current needs.
Shareholders are urged to evaluate the Glass Lewis report in the
context of last week's analysis by the nation's leading proxy
advisor, ISS, which recommended that Genesco shareholders vote
"FOR ALL" nine of the Company's director nominees,
stating:1
- "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."
Genesco Urges Shareholders to Vote "FOR" its
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.
The Company's proxy statement and other
information related to its 2021 Annual Meeting can be found at
www.GenescoDrivingValue.com.
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.
1Permission to use quotations neither sought nor
obtained from ISS or Glass Lewis.
View original
content:https://www.prnewswire.com/news-releases/genesco-comments-on-glass-lewis-recommendation-301327640.html
SOURCE Genesco Inc.