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GENESCO INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 1, 2014



ITEM 5.07. submission of matters to vote of security holders.

The Annual Shareholders' Meeting of Genesco Inc. (the "Company") was held on June 26, 2014, at the Company's corporate headquarters in Genesco Park, Nashville, Tennessee. Shares representing a total of 24,029,582 votes were outstanding and entitled to vote. At that meeting, the Company's shareholders voted on the matters set forth below.

Election of Directors

The Company's shareholders elected all ten 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 15, 2014. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

Broker Nominee For Withheld Non-Votes Joanna Barsh 21,695,425 69,298 1,009,160 James S. Beard 21,489,192 275,531 1,009,160 Leonard L. Berry 21,431,136 333,587 1,009,160 William F. Blaufuss, Jr. 21,489,343 275,380 1,009,160 James W. Bradford 21,443,836 320,887 1,009,160 Robert J. Dennis 21,270,712 494,011 1,009,610 Matthew C. Diamond 21,435,630 329,093 1,009,160 Marty G. Dickens 21,439,539 325,184 1,009,160 Thurgood Marshall, Jr. 21,485,314 279,409 1,009,160 Kathleen Mason 21,018,407 746,316 1,009,160



Non-Binding, Advisory Vote on the Company's Executive Compensation

The Company's shareholders voted upon a non­binding, advisory proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Shareholders' meeting. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 21,251,693 497,784 15,246 1,009,160

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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 22,613,631 141,519 18,733



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Source: Edgar Glimpses


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