Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On November 21, 2022, the board of directors (the “Board”) of Genesco Inc. (the
“Company”), upon recommendation by the Nominating and Governance Committee of
the Board, approved an increase in the size of the Board from nine to eleven
directors effective January 29, 2023, the first day of the Company’s 2024 fiscal
year, and appointed Matt Bilunas and Carolyn Bojanowski to fill the resulting
vacancies, effective immediately on such date, with a term expiring at the
Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), and
until his or her successor is duly elected and qualified or his or her earlier
resignation or removal. Mr. Bilunas will serve as a member of the audit
committee and Ms. Bojanowski will serve as a member of the nominating and
governance committee. The Board has determined that each of Mr. Bilunas and Ms.
Bojanowski is independent under the listing standards of the New York Stock
Exchange and the Company’s Corporate Governance Guidelines.
Effective January 29, 2023, Mr. Bilunas and Ms. Bojanowski will receive
compensation as non-employee directors of the Company in accordance with the
Company’s non-employee director compensation practices described in the
Company’s proxy statement filed with the SEC on May 13, 2022. The initial annual
retainer and initial annual equity grant to be received by each of Mr. Bilunas
and Ms. Bojanowski will be prorated for their services from January 29, 2023,
until the 2023 Annual Meeting.
There are no (i) arrangements or understandings between either Mr. Bilunas and
Ms. Bojanowski and any other person pursuant to which he or she was appointed to
the Board, (ii) family relationships between either Mr. Bilunas or Ms.
Bojanowski and any director, executive officer, or any person nominated or
chosen by the Company to become a director or executive officer, or (iii)
related person transactions (within the meaning of Item 404(a) of Regulation S-K
promulgated by the SEC) between either Mr. Bilunas or Ms. Bojanowski and the
Departure of Directors
Matthew C. Diamond and Kevin McDermott notified the Board on November 21, 2022
of their decisions to retire and not stand for re-election at the 2023 Annual
Meeting. As a result, their service on the Board and the committee(s) will cease
following the 2023 Annual Meeting. Neither Mr. Diamond’s nor Mr. McDermott’s
decision was the result of any disagreement with the Company over any of its
operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On November 22, 2022, the Company issued a press release (the “Press Release”)
announcing the election of Mr. Bilunas and Ms. Bojanowski to the Board effective
January 29, 2023, and Mr. Diamond’s and Mr. McDermott’s decisions to not stand
for re-election to the Board. A copy of the Press Release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, as well as
Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release of Genesco Inc. dated November 22, 2022 104 Cover Page Interactive Data File (formatted as inline XBRL)
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