--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-029855" form_type: "8-K" ticker: "GCO" cik: "0000018498" company_name: "GENESCO INC" filed_at: "2023-06-26T23:59:59+00:00" generated_at: "2026-06-13T17:17:59.057615+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Genesco increases share repurchase authorization by $50M to $60.5M total; extends CFO through March 2025 ## Summary - Board authorized $50M increase to its $200M buyback program; total remaining authorization now $60.5M. - Repurchased 676k shares in current quarter at avg $21.41; since Dec 2018 repurchased 9.2M shares (>46% of shares outstanding). - CFO Thomas George's employment extended through March 2025; salary increased to $530K in FY2025, plus restricted stock awards. - Shareholders elected all 9 directors and approved non-binding Say-on-Pay and the amended 2020 Equity Incentive Plan. - Annual meeting ratified Ernst & Young as independent auditor for the fiscal year. ## SEC filing metadata - accession: 0000950170-23-029855 - form_type: 8-K - ticker: GCO - cik: 0000018498 - company_name: GENESCO INC - filed_at: 2023-06-26T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/gco-20230621.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-029855 - JSON: https://secwatch.observer/filing/0000950170-23-029855.json - Plain text: https://secwatch.observer/filing/0000950170-23-029855.txt ## Key facts - Shareholder Votes GENESCO INC shareholders approved Non-Binding, Advisory Vote on the Desired Frequency of Advisory Votes on Executive Compensation at the 2023-06-22 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-22 source text: Non-Binding, Advisory Vote on the Desired Frequency of Advisory Votes on Executive Compensation The Company’s shareholders voted upon a non-binding, advisory proposal to approve the desired frequency of future votes on executive compensation. The votes on this proposal were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 9,145,907 22,836 954,476 4,465 505,953 evidence_url: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm - Shareholder Votes GENESCO INC shareholders approved Non-Binding, Advisory Vote on the Company’s Executive Compensation at the 2023-06-22 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-22 source text: Non-Binding, Advisory Vote on the Company’s Executive Compensation The Company’s shareholders voted upon a non‐binding, advisory proposal to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 8,961,043 1,152,689 13,952 505,953 evidence_url: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm - Shareholder Votes GENESCO INC shareholders approved Ratification of Independent Accountants at the 2023-06-22 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-22 source text: Ratification of Independent Accountants The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows: For Against Abstain 10,358,359 264,467 10,811 evidence_url: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm - Shareholder Votes GENESCO INC shareholders approved Approval of the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan at the 2023-06-22 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-22 source text: Approval of the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan The Company's shareholders voted upon and approved the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 9,291,921 824,831 10,932 505,953 evidence_url: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm - Shareholder Votes GENESCO INC shareholders approved Election of directors at the 2023-06-22 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-22 source text: Election of Directors The Company’s shareholders elected all nine persons nominated for election as directors until the next annual meeting of the shareholders and until their successors are elected and qualified as set forth in the Company’s proxy statement dated May 12, 2023. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors: Nominee For Against Abstain Broker Non-Votes Joanna Barsh 8,845,688 1,263,996 18,000 505,953 Matthew M. Bilunas 10,047,844 61,690 18,150 505,953 Carolyn Bojanowski 10,046,354 63,330 18,000 505,953 John F. Lambros 9,570,891 538,703 18,090 505,953 Thurgood Marshall, Jr. 9,463,066 650,102 14,516 505,953 Angel R. Martinez 10,030,338 79,156 18,190 505,953 Mary E. Meixelsperger 9,997,059 112,625 18,000 505,953 Gregory A. Sandfort 9,608,937 500,612 18,135 505,953 Mimi E. Vaughn 9,442,978 664,807 19,899 505,953 evidence_url: https://www.sec.gov/Archives/edgar/data/18498/000095017023029855/0000950170-23-029855-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.