Genesco Wins Proxy Battle as Investors Re-elect Nine Directors to Board

The proxy battle over the fate of Genesco’s board of directors has come to a close — and the company’s existing directors have won full support.

Based on a preliminary vote count, the footwear company said during its annual meeting Tuesday morning that shareholders “overwhelmingly” voted to re-elect Genesco’s existing nine directors: Matthew Diamond, Mimi Vaughn, Joanna Barsh, John Lambros, Thurgood Marshall Jr., Angel Martinez, Kevin McDermott, Mary Meixelsperger and Gregory Sandfort. The vote is subject to certification by an independent inspector.

“Today’s preliminary results reflect the support we have received from shareholders in response to the decisive actions Genesco has taken to grow and strengthen our business and bring on leaders who can effectively oversee and execute on our strategy,” said Matthew Diamond, lead independent director at Genesco, in a statement. “We have had the opportunity to speak with many of our shareholders about Genesco’s performance, strategy and our positive outlook for the future, as well as hear their ideas and views of the company. We appreciate all of their input and look forward to continuing that dialogue.”

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Mimi Vaughn, board chair, president and CEO of Genesco, thanked shareholders for their feedback and for the vote of confidence in the board and management team.

“I also would like to thank our dedicated employees for their hard work and relentless focus throughout this process. We are highly energized to continue to execute on our footwear-focused strategy, build on our progress and momentum coming out of the pandemic, and realize the significant synergies across our businesses to drive growth and profitability,” Vaughn said in the statement.

Vaughn added her thanks to Kathleen Mason and Marty Dickens, who officially retired from the company’s board of directors.

The vote caps off a contentious few months. An activist investor, Legion Partners Asset Management, launched a proxy battle in April by nominating a controlling slate of individuals for election to the board of directors; the hedge fund said Genesco has had ongoing underperformance and poor shareholder return.

Legion, which owns 5.9% of Genesco’s shares, squabbled with Genesco over the qualifications of both firm’s board nominees, and the companies repeatedly accused one another of not working together to resolve the matter.

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