Genesco board approves amended bylaws to align with SEC Rule 14a-19 on director nominations

GENESCO INC

Amended bylaws require shareholders nominating directors to fully comply with Rule 14a-19, including proxy solicitation.
New rules cap the number of director nominees a shareholder can propose at the number of seats up for election.
Company may disregard proxies or votes if the shareholder fails to comply with Rule 14a-19 notice and filing requirements.
Shareholders soliciting proxies from others must use a proxy card color other than white.
Amendments effective October 27, 2022; redline of changes filed as Exhibit 3.2.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GENESCO INC: Amended bylaws to require compliance with Rule 14a-19 for director nominations, clarify consent requirements, limit number of nominees, allow disregarding non-compliant proxies, and require non-white proxy cards for shareholder solicitors (effective 2022-10-27).

Change: bylaw amendment
Effective: 2022-10-27

Exact text from the filing

On October 27, 2022, the board of directors of Genesco, Inc. (the "Company") approved Second Amended and Restated Bylaws for the Company (the "Second Amended and Restated Bylaws"), effective immediately to: Director Nominations - Article II, Section 6 • Require that, to propose a nominee for election as a director at a meeting of the shareholders, a proposing shareholder must fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended ("Rule 14a-19"), including with respect to the solicitation of proxies;

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Source: SEC EDGAR

accession 0000950170-22-020877

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