Legion Partners Files Definitive Proxy Statement and Sends Letter to Genesco Shareholders

Rhea-AI Summary

Legion Partners Asset Management, owning approximately 5.9% of Genesco's common shares (NYSE: GCO), has filed a definitive proxy statement urging shareholders to vote for its nominees for the company's Board of Directors at the Annual Meeting on July 20, 2021. The firm criticizes Genesco's long-tenured Board for a decade of underperformance and delays related to the Annual Meeting. Legion emphasizes the need for fresh perspectives and governance expertise to address the company's stagnation and suggests that the current Board's actions appear defensive and self-preserving.

Positive

• Legion Partners has nominated four highly-qualified candidates for Genesco's Board.
• The nominees bring diverse expertise in corporate governance and retail.

Negative

• Genesco's Board has faced criticism for over a decade of stagnation and underperformance.
• The Company delayed its Annual Meeting, perceived as a defensive reaction to Legion Partners' nomination.
• Genesco's management rejected settlement offers to refresh the Board, opting instead to incur $8.5 million in professional fees.

Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners” or “we”), which collectively with the other participants in its solicitation beneficially owns approximately 5.9% of the outstanding common shares of Genesco, Inc. (NYSE: GCO) (“Genesco” or the “Company”), today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission and sent a letter to its fellow shareholders. Legion Partners is urging shareholders to vote on the WHITE proxy card to elect its slate of four highly-qualified nominees – Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H. Robertson and Hobart P. Sichel – to Genesco’s nine-member Board of Directors (the “Board”) at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on July 20, 2021. In its letter to shareholders available at www.GCOForward.com, Legion Partners shines a light on Genesco’s broken Board and the long-tenured members who have presided over a decade of stagnation and underperformance.

Chris Kiper and Ted White, Legion Partners’ Managing Directors, commented:

“We believe Genesco’s anti-shareholder actions over the past two months have validated our case for shareholder-driven change in the boardroom. Notably, the Company appears to have delayed its Annual Meeting on the heels of our April nomination in order to search for director candidates to include in a defensive, reactionary Board refresh that does not seem to have been broadly undertaken. The Company subsequently rebuffed our good faith efforts to settle in exchange for one designee, provided that Matthew C. Diamond – a 20-year Board member who currently serves as Lead Independent Director and Chair of the Nominating and Governance Committee – step down in 2022. The Board and management apparently felt it was preferable to derail settlement discussions, disregard our calls for a universal proxy card and spend $8.5 million in professional fees to try to preserve one entrenched director’s position.

We urge all shareholders to take a close look at the claims Genesco is making about its refresh, strategy and performance. The Company’s refresh has resulted in the addition of at least one director with prior links to an insider and a second with close ties to the Nashville area, where the Company’s headquarters are located. The incumbents also tout their strategy and short-term performance without addressing Genesco’s years of underperformance or its track record of overpaying executives as margins have deteriorated. It appears the current Board is willing to do and say just about anything to maintain the dismal status quo.

Fortunately, our unaffiliated nominees have fresh perspectives and open minds. They also collectively possess impressive corporate governance acumen, diversity and inclusion insight, retail expertise, strategic planning and turnaround knowhow, and transaction experience. We view these as the attributes and skills Genesco needs in its boardroom after more than a decade of stagnation. It is time to move Genesco forward.”

About Legion Partners

Legion Partners is a value-oriented investment manager based in Los Angeles, with a satellite office in Sacramento, California. Legion Partners seeks to invest in high-quality businesses that are temporarily trading at a discount, utilizing deep fundamental research and long-term shareholder engagement. Legion Partners manages a concentrated portfolio of North American small-cap equities on behalf of some of the world’s largest institutional and high-net-worth investors. Learn more at www.LegionPartners.com.

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FAQ

What is Legion Partners' stake in Genesco (GCO)?

Legion Partners beneficially owns approximately 5.9% of Genesco's outstanding common shares.

When is Genesco's Annual Meeting of Shareholders scheduled?

The Annual Meeting is scheduled for July 20, 2021.

What actions has Legion Partners taken regarding Genesco (GCO)?

Legion Partners has filed a proxy statement urging shareholders to vote for its slate of nominees for the Board.

Why is Legion Partners critical of Genesco's current Board?

Legion Partners criticizes the Board for a decade of underperformance and claims it has acted defensively to maintain control.