Trending...
- AI Visibility: The Key to Beating Google's AI Overviews and Regaining Traffic
- New Mobile Car Detailing Platform Connects Drivers with On-Demand Local Pros
- Cal State LA secures funding for two artificial intelligence projects from CSU
LOS ANGELES--(BUSINESS WIRE)--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 issued the below open letter to the Company's Board of Directors (the "Board") regarding the decision to delay the 2021 Annual Meeting of Shareholders (the "Annual Meeting"). Legion Partners has nominated a majority slate of highly-qualified and independent individuals for election to the Company's Board at the Annual Meeting. Learn more at www.gcoforward.com.
***
Members of the Genesco Board,
Legion Partners believes you have collectively demonstrated a flagrant disregard for corporate democracy and honest shareholder engagement by delaying the Annual Meeting until mid-July. It seems clear to us – and presumably all other shareholders – that the Board simply wants to buy itself time to carry out a self-directed refresh and develop some semblance of a strategic plan to try to avoid meaningful, investor-driven change. In our view, the Company's claim of wanting to provide shareholders "sufficient time to make informed voting decisions" is nothing more than a smokescreen.
While the Board may feel that a self-directed refresh will thwart our campaign for change, rushing to replace what we contend are stale and underqualified directors following a top five shareholder's nomination of candidates will not erase Genesco's history of poor governance and sustained financial underperformance.
We question how this Board can expect any shareholder to view seemingly reactionary efforts as credible when it has allowed Genesco's governance and operations to steadily decline. Moreover, we believe the Board has gone a long way to further impugning its credibility by announcing this delay of the Annual Meeting through a sparse, post-market 8-K filing yesterday.
More on The Californer
Rather than scramble to pack the Board, Genesco should be engaging with Legion Partners about a credible and substantial director refresh. It is long past time for a major shareholder to have significant input into the composition of this Board. Fortunately, we have invested considerable energy and time assembling a diverse slate of highly-qualified individuals.
In closing, we urge the Board to promptly abandon its apparent entrenchment agenda in favor of prioritizing shareholders' best interests.
Sincerely,
Chris Kiper
Managing Director
Legion Partners Asset Management
Ted White
Managing Director
Legion Partners Asset Management
***
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.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Legion Partners Holdings, LLC, a Delaware limited liability company ("Legion Partners Holdings"), together with the other participants named herein, filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of shareholders of Genesco Inc., a Tennessee corporation (the "Company").
LEGION PARTNERS HOLDINGS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
More on The Californer
The participants in the proxy solicitation are anticipated to be Legion Partners Holdings, Legion Partners, L.P. I, a Delaware limited partnership ("Legion Partners I"), Legion Partners, L.P. II, a Delaware limited partnership ("Legion Partners II"), Legion Partners, LLC, a Delaware limited liability company ("Legion Partners GP"), Legion Partners Asset Management, LLC, a Delaware limited liability company ("Legion Partners Asset Management"), Christopher S. Kiper, Raymond T. White, Marjorie L. Bowen, Thomas M. Kibarian, Margenett Moore-Roberts, Dawn H. Robertson, Georgina L. Russell and Hobart P. Sichel.
As of the date hereof, Legion Partners I directly beneficially owns 841,197 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"). As of the date hereof, Legion Partners II directly beneficially owns 47,383 shares of Common Stock. As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners GP may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As the investment advisor of each of Legion Partners I and Legion Partners II, Legion Partners Asset Management may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As of the date hereof, Legion Partners Holdings directly beneficially owns 100 shares of Common Stock and, as the sole member of each of Legion Partners Asset Management and Legion Partners GP, Legion Partners Holdings may also be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, each of Messrs. Kiper and White may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II and 100 shares of Common Stock held of record by Legion Partners Holdings. As of the date hereof, none of Messrs. Kibarian and Sichel or Mses. Bowen, Moore-Roberts, Robertson and Russell own beneficially or of record any securities of the Company.
***
Members of the Genesco Board,
Legion Partners believes you have collectively demonstrated a flagrant disregard for corporate democracy and honest shareholder engagement by delaying the Annual Meeting until mid-July. It seems clear to us – and presumably all other shareholders – that the Board simply wants to buy itself time to carry out a self-directed refresh and develop some semblance of a strategic plan to try to avoid meaningful, investor-driven change. In our view, the Company's claim of wanting to provide shareholders "sufficient time to make informed voting decisions" is nothing more than a smokescreen.
While the Board may feel that a self-directed refresh will thwart our campaign for change, rushing to replace what we contend are stale and underqualified directors following a top five shareholder's nomination of candidates will not erase Genesco's history of poor governance and sustained financial underperformance.
We question how this Board can expect any shareholder to view seemingly reactionary efforts as credible when it has allowed Genesco's governance and operations to steadily decline. Moreover, we believe the Board has gone a long way to further impugning its credibility by announcing this delay of the Annual Meeting through a sparse, post-market 8-K filing yesterday.
More on The Californer
- Inframark Continues to Build Its Community Management Capabilities and Multi-Disciplinary Presence in Arizona
- ICAST 2025: The Crystal-Clear Revolution Begins at Booth #3233
- Rachel Farris, CPA Featured on The AJ Brown Show to Discuss Act 60 Tax Incentives
- Brindle Pet Supplies Now Carries Badlands Ranch Dog Food in Canada
- Jade & Zelda Launch Virtually Human: A Groundbreaking Podcast Hosted by AI-Powered Virtual Humans
Rather than scramble to pack the Board, Genesco should be engaging with Legion Partners about a credible and substantial director refresh. It is long past time for a major shareholder to have significant input into the composition of this Board. Fortunately, we have invested considerable energy and time assembling a diverse slate of highly-qualified individuals.
In closing, we urge the Board to promptly abandon its apparent entrenchment agenda in favor of prioritizing shareholders' best interests.
Sincerely,
Chris Kiper
Managing Director
Legion Partners Asset Management
Ted White
Managing Director
Legion Partners Asset Management
***
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.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Legion Partners Holdings, LLC, a Delaware limited liability company ("Legion Partners Holdings"), together with the other participants named herein, filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of shareholders of Genesco Inc., a Tennessee corporation (the "Company").
LEGION PARTNERS HOLDINGS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
More on The Californer
- Dr. Satyam Priyadarshy Joins Indemnify AI to Enrich AI Risk Financial Quantification
- $10 Million Allocated to Establish Crypto Treasury Focused on High Value Ethereum (ETH) & Bitcoin (BTC) as Long-Term Holdings for Cybersecurity Leader
- Fact: Trump lied — again. California gas prices remain lower than a week ago, month ago, and a year ago
- Sing For Your Supper: A Night of Musical Comedy and Drag for a Great Cause
- Top "We Buy Houses" Companies in Oakland, CA Announced — JiT Home Buyers Leads the Pack in 2025
The participants in the proxy solicitation are anticipated to be Legion Partners Holdings, Legion Partners, L.P. I, a Delaware limited partnership ("Legion Partners I"), Legion Partners, L.P. II, a Delaware limited partnership ("Legion Partners II"), Legion Partners, LLC, a Delaware limited liability company ("Legion Partners GP"), Legion Partners Asset Management, LLC, a Delaware limited liability company ("Legion Partners Asset Management"), Christopher S. Kiper, Raymond T. White, Marjorie L. Bowen, Thomas M. Kibarian, Margenett Moore-Roberts, Dawn H. Robertson, Georgina L. Russell and Hobart P. Sichel.
As of the date hereof, Legion Partners I directly beneficially owns 841,197 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"). As of the date hereof, Legion Partners II directly beneficially owns 47,383 shares of Common Stock. As the general partner of each of Legion Partners I and Legion Partners II, Legion Partners GP may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As the investment advisor of each of Legion Partners I and Legion Partners II, Legion Partners Asset Management may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As of the date hereof, Legion Partners Holdings directly beneficially owns 100 shares of Common Stock and, as the sole member of each of Legion Partners Asset Management and Legion Partners GP, Legion Partners Holdings may also be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II. As a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, each of Messrs. Kiper and White may be deemed to beneficially own the 888,580 shares of Common Stock beneficially owned in the aggregate by Legion Partners I and Legion Partners II and 100 shares of Common Stock held of record by Legion Partners Holdings. As of the date hereof, none of Messrs. Kibarian and Sichel or Mses. Bowen, Moore-Roberts, Robertson and Russell own beneficially or of record any securities of the Company.
Filed Under: Business
0 Comments
Latest on The Californer
- Revolutionary conversational AI transforms customer engagement with professional virtual receptionist answering service tailored for small busines
- New AI platform helps small businesses deliver always-available, professional customer service without added staff or complexity
- VoiceGenie AI empowers small businesses with 24/7, brand-driven customer engagement through an AI-powered virtual front desk receptionist
- California: Governor Newsom signs tribal-state gaming compact 7.14.25
- VoiceGenie AI empowers small businesses with human-like call answering and customer engagement—bridging the gap between automation and live
- New 24/7 AI solution transforms customer engagement and efficiency for small businesses seeking live virtual receptionist services
- Next-generation virtual receptionist service leverages AI to ensure every customer call and text is answered, enhancing efficiency and engagem
- Next-Gen AI Receptionist Elevates Customer Communication, Boosts Efficiency for Small Businesses
- California: Governor Newsom signs legislation 7.14.25
- New AI-Powered Platform from Kell Web Solutions Delivers 24/7 Professional, Automated Call Handling and Appointment Scheduling
- Kell Web Solutions Launches Next-Gen VoiceGenie AI Call Answering Service for Businesses
- 24/7 Conversational AI Platform Raises the Standard for Small Business Customer Engagement
- Pyro Marketing Launches New Website to Accelerate Growth for Fitness Brands
- QuickLogic Announces the Passing of Board Director Christine Russell
- KCON LA 2025, 106.3 RAIN FM 'Take Over' Special Event
- IEI USA Launches SHIELD Rugged Stainless Steel Panel PCs for Hygiene-Critical Industries
- In historic first, California powered by two-thirds clean energy – becoming largest economy in the world to achieve milestone
- North Island Credit Union Foundation Provides $5,000 in Teacher Grants To Benefit Educators & Students
- The Citizens Commission on Human Rights Annual Purple Heart Day Event will be Hosted at the Historic Fort Harrison
- Blake Harris the Leading Authority in International Asset Protection Joins Tom Hegna on "Financial Freedom with Tom Hegna"