UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Check
the appropriate box:
| ¨ |
Preliminary Proxy Statement |
| ¨ |
Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
| x |
Definitive Proxy
Statement |
| ¨ |
Definitive Additional Materials
|
| ¨
|
Soliciting Material under §240.14a-12 |
GENESCO
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
¨ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
| |
(1) |
Title of each class of securities to which transaction
applies:
________________________________________________________________________________ |
| |
(2) |
Aggregate number of securities to which transaction
applies:
________________________________________________________________________________ |
| |
(3) |
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined): |
| |
|
_______________________________________________________________________________________________________________ |
| |
(4) |
Proposed maximum aggregate value of transaction:
________________________________________________________________________________________ |
| |
(5) |
Total fee paid:
____________________________________________________________________________________________________________________ |
| |
¨ |
Fee
paid previously with preliminary materials: |
| |
¨ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing. |
| |
(1) |
Amount Previously Paid:
____________________________________________________________________________________________________________ |
| |
(2) |
Form, Schedule or Registration Statement No.:
____________________________________________________________________________________________ |
| |
(3) |
Filing Party:
______________________________________________________________________________________________________________________ |
| |
(4) |
Date Filed:
_______________________________________________________________________________________________________________________ |
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Ladies
and Gentlemen:
We are
transmitting herewith, via EDGAR, the definitive proxy materials to be sent to
shareholders beginning on or about May 24, 2005, in connection with the
solicitation of proxies for the annual meeting of shareholders of Genesco Inc.
scheduled for June 22, 2005.
The
Commission is advised supplementarily, as required by Item 10 of
Schedule 14A, that the securities to be offered under the Genesco Inc. 2005
Equity Incentive Plan proposed in these materials will be registered under the
Securities Act of 1933 if the Plan is approved by shareholders.
By paper
copy of this letter, six paper copies of these materials are being transmitted
to each of the New York and Chicago Stock Exchanges.
Enclosures
cc: New York
Stock Exchange
Notice
of Annual Meeting of Shareholders
The
annual meeting of shareholders of Genesco Inc. will be held at the Company’s
executive offices, Genesco Park, 1415 Murfreesboro Road, Nashville, Tennessee,
on Wednesday, June 22, 2005, at 10:00 a.m. Central Time. The agenda will include
the following items:
1. electing
nine directors;
2. approving
the adoption of the Genesco Inc. 2005 Equity Incentive Plan;
3. ratifying
the appointment of Ernst & Young LLP as independent registered public
accounting firm to the Company for the current fiscal year; and
4. transacting
any other business that properly comes before the meeting.
Shareholders
of record at the close of business on April 19, 2005, will be entitled to vote
at the meeting and any adjournment or postponement thereof.
By order
of the board of directors,
Roger G.
Sisson
Secretary
IMPORTANT
It is important that your shares be represented
at the meeting. Please sign, date and return the enclosed proxy promptly so that
your shares will be voted. A return envelope which requires no postage if
mailed in the United States is enclosed for your
convenience.
PROXY
STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
The board
of directors of Genesco Inc. (“Genesco” or the “Company”) is requesting proxies
to be voted at the annual meeting of shareholders. The meeting will be held at
the Company’s executive offices at 10:00 a.m. Central Time, on Wednesday, June
22, 2005. The Company’s executive offices are located at Genesco Park, 1415
Murfreesboro Road, Nashville, Tennessee 37217. The notice that accompanies this
statement describes the items on the meeting agenda.
The
Company will pay the cost of the proxy solicitation. In addition to this
request, officers, directors and regular employees of the Company may solicit
proxies personally and by mail, facsimile or telephone. They will receive no
extra compensation for any solicitation activities. The Company has retained
Georgeson Shareholder Communications, Inc. to assist in the proxy solicitation.
It will pay Georgeson a fee of $9,000, plus $5.00 per completed telephone call
to shareholders in the event that active solicitation is required, and reimburse
its expenses. The Company will request brokers, nominees, fiduciaries and other
custodians to forward soliciting material to the beneficial owners of shares and
will reimburse the expenses they incur in doing so.
All valid
proxies will be voted as the board of directors recommends, unless the proxy
card specifies otherwise. A shareholder may revoke a proxy before the proxy is
voted at the annual meeting by giving written notice of revocation to the
secretary of the Company, by executing and delivering a later-dated proxy or by
attending the annual meeting and voting in person the shares the proxy
represents.
The board
of directors does not know of any matter that will be considered at the annual
meeting other than those the accompanying notice describes. If any other matter
properly comes before the meeting, persons named as proxies will use their best
judgment to decide how to vote on it.
This
proxy material was first mailed to shareholders on or about May 23,
2005.
VOTING
SECURITIES
The
various classes of voting preferred stock and the common stock will vote
together as a single group at the annual meeting.
April 19,
2005 was the record date for determining who is entitled to receive notice of
and to vote at the annual meeting. On that date, the number of voting shares
outstanding and the number of votes entitled to be cast were as
follows:
| |
|
|
|
|
|
|
|
| Class of |
|
No. of |
|
Votes
Per |
|
Total |
|
| Stock |
|
Shares |
|
Share |
|
Votes |
|
| Subordinated Serial Preferred
Stock: |
|
|
|
|
|
|
|
| $2.30 Series 1 |
|
36,620 |
|
1 |
|
36,620 |
|
| $4.75 Series 3 |
|
17,660 |
|
2 |
|
35,320 |
|
| $4.75 Series 4 |
|
16,412 |
|
1 |
|
16,412 |
|
| $1.50 Subordinated Cumulative |
|
|
|
|
|
|
|
| Preferred Stock |
|
30,017 |
|
1 |
|
30,017 |
|
| Employees’ Subordinated Convertible |
|
|
|
|
|
|
|
| Preferred Stock |
|
66,113 |
|
1 |
|
66,113 |
|
| Common Stock |
|
22,623,857 |
|
1 |
|
22,623,857 |
|
A
majority of the votes entitled to be cast on a matter constitutes a quorum for
action on that matter. Once a share is represented at the meeting, it is
considered present for quorum purposes for the rest of the meeting. Abstentions
and shares represented at the meeting, but not voted on a particular matter due
to a broker’s lack of discretionary voting power (“broker non-votes”) will be
counted for quorum purposes but not as votes cast for or against a matter. The
election of directors and ratification of the independent registered public
accounting firm are routine matters as to which, under applicable New York Stock
Exchange (“NYSE”) rules, a broker will have discretionary authority to vote if
instructions are not received from the client at least 10 days prior to the
annual meeting. Approval of the proposed 2005 Equity Incentive Plan is not a
matter as to which a broker may exercise discretionary voting
authority.
Each of
the director nominees must receive affirmative votes from a plurality of the
votes cast to be elected. The proposals to ratify the selection of Ernst &
Young LLP as the independent registered public accounting firm to the Company
and to approve the 2005 Equity Incentive Plan will be approved if the votes cast
in favor of the matter exceed the votes cast against the matter. Also, in order
to satisfy the listing standards of the NYSE, the total vote cast on the
proposal to approve the 2005 Equity Incentive Plan must represent more than 50%
of the total number of shares entitled to vote on the proposal. Broker non-votes
will not affect the outcome of any proposal, except to the extent a broker
non-vote is not counted as a vote “cast” with respect to the proposal to approve
the 2005 Equity Incentive Plan for purposes of the NYSE listing
requirement.
ELECTION
OF DIRECTORS
Nine
directors are to be elected at the meeting. They will hold office until the next
annual meeting of shareholders and until their successors are elected and
qualify. A plurality of the votes cast by the shares entitled to vote in the
election is required to elect a director. All the nominees are presently serving
as directors, and all have agreed to serve if elected. The shares represented by
valid proxies will be voted FOR the election of the following nominees, unless
the proxies specify otherwise. If any nominee becomes unable or unwilling to
serve prior to the annual meeting, the board of directors will reduce the number
of directors comprising the board, pursuant to the Company’s Bylaws, or the
proxies will be voted for a substitute nominee recommended by the board of
directors.
The
board of directors recommends that the shareholders vote FOR all of the director
nominees.
Information
Concerning Nominees
The
names, ages and principal occupations of the nominees and certain information
regarding their business experience are set forth below:
LEONARD
L. BERRY, Ph.D., 62, Distinguished
Professor of Marketing and Professor of Humanities in Medicine, Texas A&M
University. Dr.
Berry has been a professor of marketing at Texas A&M University since 1982.
He is the founder of the Center for Retailing Studies, holds the M.B. Zale Chair
in Retailing and Marketing Leadership at Texas A&M and is the author of
numerous books. He is a director of Lowe’s Companies, Inc. and Darden
Restaurants Inc. and became a Genesco director in 1999.
WILLIAM
F. BLAUFUSS, JR., 64, Consultant. Mr.
Blaufuss, who became a Genesco director in 2004, retired as a partner from the
public accounting firm of KPMG LLP in 2000. He was associated with KPMG for 37
years in various capacities, including Nashville Practice Unit Managing Partner
and Partner in Charge of the Southeast Area Public Section Practice. From 2000
to 2002, he performed special projects for KPMG International regarding its
operations outside the United States. He is a director of Nashville Bank and
Trust Company and several non-profit and civic organizations including Saint
Thomas Health Services and Nashville Electric Service.
ROBERT V.
DALE, 68, Consultant. Mr.
Dale, who became a director of the Company in 2000, has been a business
consultant since 1998. He was president of Windy Hill Pet Food Company, a pet
food manufacturer, from 1995 until 1998. Previously, he served as president of
Martha White Foods for approximately six years during the 1970s and again from
1985 to 1994. He was also president of Beatrice Specialty Products division and
a vice president of Beatrice Companies, Inc., the owner of Martha White Foods.
He is a director of SunTrust Bank Nashville, N.A., CBRL Group, Inc. and
Nashville Wire Products.
MATTHEW
C. DIAMOND, 36, Chairman
and Chief Executive Officer of Alloy, Inc. Mr.
Diamond was appointed chief executive officer of Alloy, Inc., a direct marketing
and media company targeting “Generation Y” consumers, in 1999. Before becoming
chief executive officer, he served as the director of marketing and planning. He
has served as a director of Alloy since 1996, and was elected chairman of the
board in 1999. He has been a director of Genesco since 2001.
MARTY G.
DICKENS, 57, President
of BellSouth-Tennessee. Mr.
Dickens, who joined Genesco’s board in 2003, has held a number of positions with
BellSouth Corp. and its predecessors and affiliates since 1999, following more
than six years as an executive vice president with BellSouth
International.
Mr.Dickens is also a director of SunTrust
Bank-Tennessee and a number of charitable and community
organizations.
BEN T.
HARRIS, 61, Former
Chairman of Genesco. Mr.
Harris joined Genesco in 1967 and was named manager of the leased department
division of Genesco’s Jarman Shoe Company in 1980. In 1991, he became president
of the Jarman Shoe Company and in 1995, president of Genesco’s retail division.
In 1996, he was named executive vice president-operations and subsequently
president and chief operating officer and a director of the Company. He served
as chief executive officer from 1997 until April 2002 and as chairman of the
Company from 1999 until 2004.
KATHLEEN
MASON, 56, President
and Chief Executive Officer of Tuesday Morning Corporation. Ms.
Mason, who joined Genesco’s board in 1996, became president and chief executive
officer of Tuesday Morning Corporation, an operator of first-quality discount
and closeout home furnishing and gift stores, in 2000. She was president and
chief merchandising officer of Filene’s Basement, Inc. in 1999. She was
president of the HomeGoods division of The TJX Companies, Inc., an apparel and
home fashion retailer, from 1997 to 1999. She was employed by Cherry & Webb,
a women’s apparel specialty chain, from 1987 until 1992, as executive vice
president, then, until 1997, as chairman, president and chief executive officer.
Her previous business experience includes senior management positions with
retailers May Company, The Limited Inc. and the Mervyn’s Stores division of
Dayton-Hudson Corp. Ms. Mason is also a director of The Men’s Wearhouse, Inc.
and Hot Topic, Inc.
HAL N.
PENNINGTON, 67, Chairman,
President and Chief Executive Officer of Genesco. Mr.
Pennington became a member of the Company’s board in November 1999, when he was
named executive vice president and chief operating officer. He became president
of the Company in 2000, was named chief executive officer in April 2002 and
chairman in 2004. A Genesco employee since 1961, he was appointed president of
the Johnston & Murphy division in 1997 and became senior vice president of
the Company in 1998. He was president of the Dockers Footwear division from 1995
until 1997 and vice president-wholesale of Johnston & Murphy from 1990 until
1995.
WILLIAM
A. WILLIAMSON, JR., 69, Private
Investor. Mr.
Williamson was employed from 1958 to 1992 by Durr-Fillauer Medical, Inc., a
distributor of pharmaceuticals, drug store sundries and medical, surgical and
veterinary products, and became chief executive officer of that company in 1974
and chairman in 1981. He has been a director of Genesco since 1989. Mr.
Williamson is also a director of Dunn Investment Company.
The board
has determined that Dr. Berry, Mr. Blaufuss, Mr. Dale, Mr. Diamond, Mr. Dickens,
Ms. Mason and Mr. Williamson are independent under applicable NYSE Rules. The
board considered contributions by the Company of approximately $35,000 to two
tax-exempt organizations of which one director was a trustee, payments of
$452,694 for telephone services to BellSouth Corporation, the parent company of
Mr. Dickens’ employer, and $777,741 for electricity to Nashville Electric
Service, of which Mr. Blaufuss is a director, and determined that none of such
payments affected the independence of any of the directors affiliated with the
recipient organizations.
Board
Committees and Meetings
The board
of directors met eight times during the fiscal year ended January 29, 2005
(“Fiscal 2005”). No director was present at fewer than 75% of the total number
of meetings of the board of directors and the committees of the board on which
he or she served during Fiscal 2005. The board of directors has
standing
audit, nominating and governance, compensation and finance committees. The
audit, nominating and governance and compensation committees are composed
entirely of independent directors. It is the policy of the board of directors
that no current or former employee of the Company will serve on any of these
committees. A description of each board committee and its membership
follows.
Audit
Committee
Members:
Robert V. Dale (chairman), Kathleen Mason, William A. Williamson, Jr. and
William F. Blaufuss, Jr. (from June 23, 2004)
The
Company has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The
audit committee is currently composed of four independent directors (as defined
under the applicable rules of the NYSE) and operates under a written charter
adopted by the board of directors, a current copy of which is available on the
Company’s website, www.genesco.com. The
audit committee assists the board of directors in monitoring the processes used
by the Company to produce financial statements, the Company’s systems of
internal accounting and financial controls and independence of the Company’s
registered public accounting firm. The audit committee met eleven times in
Fiscal 2005. The board of directors has determined that Robert V. Dale, Kathleen
Mason, William F. Blaufuss, Jr. and William A. Williamson, Jr. qualify as “audit
committee financial experts” as defined by regulations of the Securities and
Exchange Commission (“SEC”) and are “independent,” as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act.
Nominating
and Governance Committee
Members:
W. Lipscomb Davis, Jr. (chairman), Robert V. Dale, Marty G. Dickens and William
A. Williamson, Jr.
The
nominating and governance committee, currently composed of four directors who
are independent under applicable NYSE rules, met five times in Fiscal 2005. The
functions of the nominating and governance committee are specified in a charter
available on the Company’s website, www.genesco.com. They
include making recommendations to the board of directors with respect to (i) the
size of the board of directors, (ii) candidates for election to the board of
directors, (iii) the designation of committees of the board of directors, their
functions and members, (iv) the succession of the executive officers of the
Company and (v) board policies and procedures and other matters of corporate
governance. The chairman of the nominating and governance committee serves as
presiding director in the board’s executive sessions of non-management directors
and at other times when the chairman is absent and is the primary liaison
between management and the board. Further information on the committee is set
forth under the caption “Corporate Governance,” below.
Compensation
Committee
Members:
W. Lipscomb Davis, Jr. (chairman), Leonard L. Berry, Matthew C. Diamond and
Kathleen Mason
The
compensation committee, currently composed of four independent directors, met
three times in Fiscal 2005. The functions of the compensation committee are
specified in a charter available on the Company’s website, www.genesco.com. They
include (i) approving the compensation of the officers of the Company and other
management employees reporting directly to the chief executive
officer,
(ii)making
recommendations to the board of directors with respect to the compensation of
directors, (iii) reviewing and providing assistance and recommendations to the
board of directors with respect to (a) management incentive compensation plans
and (b) the establishment, modification or amendment of any employee benefit
plan (as that term is defined in the Employee Retirement Income Security Act of
1974) to the extent that action taken by the board of directors is required,
(iv) serving as the primary means of communication between the administrator of
the Company’s employee benefit plans and the board of directors and (v)
administering the Company’s 1996 Stock Incentive Plan, Employee Stock Purchase
Plan and, if approved by shareholders at the annual meeting, the 2005 Equity
Incentive Plan.
Finance
Committee
Members:
William S. Wire II (chairman), Matthew C. Diamond and Marty G.
Dickens
The
finance committee met five times in Fiscal 2005. The committee (i) reviews and
makes recommendations to the board with respect to (a) the establishment of bank
lines of credit and other short-term borrowing arrangements, (b) the investment
of excess working capital funds on a short-term basis, (c) significant changes
in the capital structure of the Company, including the incurrence of long-term
indebtedness and the issuance of equity securities and (d) the declaration or
omission of dividends; (ii) approves the annual capital expenditure and
charitable contribution budgets; (iii) serves as the primary means of
communication between the board of directors and the investment committee of the
Company’s employee benefits trusts and the chief financial officer regarding
certain of the Company’s employee benefit plans and (iv) appoints, removes and
approves the compensation of the trustees under any employee benefit
plan.
Director
Compensation
Directors
who are not employees of the Company receive a retainer of $20,000 per year and
a fee of $1,000 for each board or committee meeting they attend in person and
$750 for each meeting they attend by telephone. Each committee chairman receives
an additional $4,000 per year. The Company also pays the premiums for
non-employee directors on $50,000 of coverage under the Company’s group term
life insurance policy, plus additional cash compensation to offset taxes on
their imputed income from such premiums. Directors who are full-time Company
employees do not receive any extra compensation for serving as
directors.
The 1996
Stock Incentive Plan (the “Plan”) provides for the automatic issuance of shares
of common stock valued at $15,000 to a newly elected non-employee director on
the date of the first annual meeting at which he or she is elected a director.
All non-employee directors receive shares of restricted stock valued at $44,000
on the date of each annual meeting. The shares are subject to restrictions on
transfer for five years after they are granted unless the director leaves the
board earlier and, with certain exceptions, are subject to forfeiture if the
director’s service terminates during the three years following the date of
grant. The Plan also permits non-employee directors to elect to exchange all or
part of their annual retainers for shares of restricted stock at 75% of the
shares’ fair market value. Such shares are subject to the same restrictions on
transfer and to forfeiture if the director’s service terminates before the
retainer represented by such shares is earned. As of April 19, 2005, 233,693
shares of common stock had been issued to non-employee directors pursuant to the
Plan, of which 19,776 had been forfeited.
The
proposed 2005 Equity Incentive Plan would permit the full board of directors to
authorize equity-based compensation for non-employee directors. See “Approval of
Genesco Inc. 2005 Equity Incentive Plan,” below.
CORPORATE
GOVERNANCE
Nominating
and Governance Committee
The
charter of the nominating and governance committee is available on the Company’s
website, www.genesco.com. The
members of the committee satisfy the independence requirements of the NYSE. In
addition, in April 2004 the board of directors adopted a policy pursuant to
which no former employee of the Company will serve as a member of the nominating
and governance committee.
The
nominating and governance committee and the board of directors will consider
nominees for the board of directors recommended by shareholders if shareholders
comply with the Company’s advance notice requirements. The Company’s Bylaws
provide that a shareholder who wishes to nominate a person for election as a
director at a meeting of shareholders must deliver written notice to the
secretary of the Company. This notice must contain, as to each nominee, all of
the information relating to such person as would be required to be disclosed in
a proxy statement meeting the requirements of Regulation 14A under the
Securities Exchange Act of 1934 if such person had been nominated by the board
of directors, the written consent of such person to being named as a nominee in
soliciting material and to serving as a director, if elected, and the name and
address of the shareholder delivering the notice as it appears on the stock
records of the Company, along with the number and class of shares held of record
by such shareholder. In the case of an annual meeting to be held on the fourth
Wednesday in the month of June or within thirty days thereafter, the notice must
be delivered not less than sixty nor more than ninety days prior to the fourth
Wednesday in June. In the case of an annual meeting which is being held on any
other date (or in the case of any special meeting), the notice must be delivered
within ten days after the earlier of the date on which notice of the meeting is
first mailed to shareholders or the date on which public disclosure is first
made of the date of such meeting. There are no differences in the process
pursuant to which the committee is to evaluate prospective nominees based on
whether the nominee is recommended by a shareholder.
Upon
receipt of a recommendation from any source, including shareholders, the
committee will take into account whether a board vacancy exists or is expected
or whether expansion of the board is desirable. In making this determination,
the committee may solicit the views of all directors. If the committee
determines that the addition of a director is desirable, it will assess whether
the candidate presented should be nominated for board membership. While the
committee may consider whatever factors it deems appropriate in its assessment
of a candidate for board membership, candidates nominated to serve as directors
will, at a minimum, in the committee’s judgment:
| |
• |
be able to represent the interests of the
corporation and all of its shareholders and not be disposed by affiliation
or interest to favor any individual, group or class of shareholders or
other constituency; |
| |
|
|
| |
• |
possess the background and demonstrated
ability to contribute to the board’s performance of its collective
responsibilities, through senior executive management experience, relevant
professional or academic distinction, or a record of relevant civic and
community leadership; and |
| |
|
|
| |
• |
be able to devote the time and attention
necessary to serve effectively as a director. |
The
committee may also take into consideration whether a candidate’s background and
skills meet any specific needs of the board that the committee has
identified.
The
committee will preliminarily assess the candidate’s qualifications with input
from the chief executive officer. If, based upon its preliminary assessment, the
committee believes that a candidate is likely to meet the criteria for board
membership, the chairman will advise the candidate of the committee’s
preliminary interest and, if the candidate expresses sufficient interest to the
chairman, with the assistance of the corporate secretary’s office, will arrange
interviews of the candidate with members of the committee and with the chief
executive officer, either in person or by telephone. After the members of the
committee and the chief executive officer have had the opportunity to interview
the candidate, the committee will formally consider whether to recommend to the
board that it nominate the candidate for election to the board.
Communications
with Directors by Shareholders, Employees and Other Interested
Parties
Shareholders
and employees of the Company and other interested parties may address
communications to directors, either collectively or individually (including to
the presiding director or to the non-management directors as a group), in care
of the Corporate Secretary, Genesco Inc., 1415 Murfreesboro Road, Suite 490,
Nashville, Tennessee 37217. The Secretary’s office delivers to directors all
written communications, other than mass commercial mailings, addressed to
them.
Directors’
Annual Meeting Attendance
The
Company encourages all directors to be present at the annual meeting of
shareholders. All directors were present at last year’s annual
meeting.
Corporate
Governance Guidelines
Code
of Ethics
The
Company has adopted a code of ethics that applies to its chief executive
officer, chief financial officer, operational senior vice presidents, chief
administrative officer, general counsel, chief accounting officer, treasurer,
and director of internal audit, and to any person performing similar functions.
The Company has made the code of ethics available and intends to provide
disclosure of any amendments or waivers of the code within five business days
after an amendment or waiver on its website, www.genesco.com.
The
charters of the nominating and governance, compensation and audit committees,
the Corporate Governance Guidelines and the Code of Ethics are available on the
Company’s website, www.genesco.com. Print
copies of these documents will be provided to any shareholder who sends a
written request to the Secretary, Genesco Inc., 1415 Murfreesboro Road, Suite
490, Nashville, Tennessee 37217.
SECURITY
OWNERSHIP OF OFFICERS,
DIRECTORS
AND PRINCIPAL SHAREHOLDERS
Principal
Shareholders
The
following table sets forth the ownership of the entities which, according to the
most recent filings of Schedules 13G and amendments thereto, as applicable, by
the beneficial owners as of the record date for this meeting, own beneficially
more than 5% of the Company’s common stock and the entities which, according to
the Company’s stock transfer records, own more than 5% of any of the other
classes of voting securities described on page 4. Percentage data is calculated
on outstanding shares at April 19, 2005.
| |
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|
| Name and Address |
|
Class of |
|
No. of |
|
Percent of |
|
| of Beneficial Owner |
|
Stock |
|
Shares |
|
Class |
|
| |
|
|
|
|
|
|
|
| FMR Corp. (1) |
|
Common |
|
2,847,960 |
|
12.6% |
|
| Fidelity Management & Research
Company |
|
|
|
|
|
|
|
| Edward C. Johnson 3d |
|
|
|
|
|
|
|
| Abigail P. Johnson |
|
|
|
|
|
|
|
| 82 Devonshire Street |
|
|
|
|
|
|
|
| Boston, Massachusetts 02109 |
|
|
|
|
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|
|
| |
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|
|
| Wellington Management Company, LLP
(2) |
|
Common |
|
2,142,150 |
|
9.5% |
|
| 75 State Street |
|
|
|
|
|
|
|
| Boston, Massachusetts 02109 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Veredus Asset Management, LLC (3) |
|
Common |
|
1,336,650 |
|
5.9% |
|
| 6060 Dutchmans Lane, Suite 320 |
|
|
|
|
|
|
|
| Louisville, Kentucky 40205 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Barclays Global Investors, NA (4) |
|
Common |
|
1,293,449 |
|
5.7% |
|
| 45 Freemont Street |
|
|
|
|
|
|
|
| San Francisco, California 94105 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Columbia Wanger Asset Management, LP
(5) |
|
Common |
|
1,243,000 |
|
5.5% |
|
| WAM Acquisition GP, Inc. |
|
|
|
|
|
|
|
| 227 West Monroe Street, Suite 3000 |
|
|
|
|
|
|
|
| Chicago, Illinois 60606 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Hazel Grossman |
|
Subordinated |
|
1,074 |
|
6.1% |
|
| 355 Blackstone Boulevard, Apt. 552 |
|
Serial |
|
|
|
|
|
| Providence, Rhode Island 02906 |
|
Preferred, |
|
|
|
|
|
| |
|
Series 3 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Barbara F. Grossman Wasserspring |
|
Subordinated |
|
933 |
|
5.3% |
|
| 75 Cooper Drive |
|
Serial |
|
|
|
|
|
| Great Neck, New York 11023 |
|
Preferred, |
|
|
|
|
|
| |
|
Series 3 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Melissa Evins |
|
Subordinated |
|
2,893 |
|
17.6% |
|
| 417 East 57th Street |
|
Serial
|
|
|
|
|
|
| New York, New York 10022 |
|
Preferred, |
|
|
|
|
|
| |
|
Series 4 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Reed Evins |
|
Subordinated |
|
2,418 |
|
14.7% |
|
| 417 East 57th Street, Apt. 32B |
|
Serial |
|
|
|
|
|
| New York, New York 10022 |
|
Preferred, |
|
|
|
|
|
| |
|
Series 4 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
| James H. Cheek, Jr. |
|
Subordinated |
|
2,413 |
|
8.0% |
|
| 11 Burton Hills Boulevard, Apt. 407 |
|
Cumulative |
|
|
|
|
|
| Nashville, Tennessee 37215 |
|
Preferred |
|
|
|
|
|
(1)
Number of shares from Schedule 13G filed on February 14, 2005. FMR reported that
it has sole voting power with respect to 242,570 shares and sole dispositive
power with respect to 2,847,960 shares.
(2)
Number of shares from Schedule 13G filed on February 14, 2005. Wellington
reported that it has shared voting power with respect to 1,603,700 shares and
shared dispositive power with respect to 2,118,250 shares.
(3)
Number of shares from Schedule 13G filed on February 1, 2005. Veredus reports
that is has sole voting power with respect to 1,073,300 shares, shared voting
power with respect to 263,350 shares and sole dispositive power with respect to
1,336,650 shares.
(4)
Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global
Investors, Ltd., Barclays Global Investors Japan Trust and Banking Company
Limited, Barclays Life Assurance Company Limited, Barclays Bank PLC, Barclays
Capital Securities Limited, Barclays Capital Inc., Barclays Private Bank &
Trust (Isle of Man) Limited, Barclays Private Bank and Trust (Jersey) Limited,
Barclays Bank Trust Company Limited, Barclays Bank (Suisse) SA, Barclays Private
Bank Limited, Bronco (Barclays Cayman) Limited, Palomino Limited and HYMF
Limited reported aggregate ownership of 1,293,449 shares on Schedule 13G filed
on February 14, 2005. Barclays reported that it has sole voting power with
respect to 1,194,143 shares and sole dispositive power with respect to 1,293,449
shares.
(5)
Number of shares from Schedule 13G filed on February 14, 2005. Columbia Wanger
reported that it has shared voting and dispositive power with respect to
1,243,000 shares.
Security
Ownership of Directors and Management
The
following table sets forth information as of May 2, 2005, regarding the
beneficial ownership of the Company’s common stock by each of the Company’s
current directors and director nominees, the persons required to be named in the
Company’s summary compensation table appearing elsewhere in the proxy statement
and the current directors and executive officers as a group. None of such
persons owns any equity securities of the Company other than common
stock.
| |
|
|
|
| Name |
|
No. of Shares
(1) |
| |
|
|
|
| Leonard L. Berry |
|
24,667 |
(2) |
| William F. Blaufuss, Jr. |
|
2,357 |
|
| Robert V. Dale |
|
18,531 |
(2) |
| W. Lipscomb Davis, Jr. |
|
82,146 |
(2)(3) |
| Matthew C. Diamond |
|
14,200 |
(2) |
| Marty G. Dickens |
|
2,357 |
|
| Ben T. Harris |
|
213,290 |
(2) |
| Kathleen Mason |
|
37,580 |
(2) |
| Hal N. Pennington |
|
155,078 |
(2) |
| William A. Williamson, Jr. |
|
90,961 |
(2) |
| William S. Wire II |
|
43,060 |
(2) |
| Jonathan D. Caplan |
|
18,750 |
(2) |
| Robert J. Dennis |
|
15,000 |
(2) |
| Robert J. Dennis |
|
0 |
|
| James S. Gulmi |
|
185,854 |
(2) |
| Current
Directors and Executive Officers as a Group (20 Persons) |
|
985,026 |
(2)(4) |
| (1)
|
Each
director, director nominee and officer owns less than 1% of the
outstanding shares of the Company’s common stock. |
| (2)
|
Includes
shares that may be purchased within 60 days upon the exercise of options
granted under the Company’s common stock option plans, as follows: Mr.
Pennington - 97,500; Mr. Caplan - 18,750; Mr. Dennis - 10,000; Mr. Estepa
- 0; Mr. Gulmi - 106,106; Mr. Davis - 4,000; Mr. Diamond - 8,000; Mr. Dale
- 12,000; Ms. Mason and Messrs. Berry, Williamson and Wire - 16,000 each;
current executive officers and directors as a group -
523,893. |
| (3)
|
Includes
16,000 shares of common stock owned by Mr. Davis’s mother, for whom he
holds power of attorney. Mr. Davis disclaims beneficial ownership of his
mother’s shares. |
| (4)
|
Constitutes
approximately 4.4% of the outstanding shares of the Company’s common
stock. |
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
directors and persons who own more than 10% of a registered class of the
Company’s equity securities to file reports of ownership and changes in
ownership with the SEC. Such officers, directors and shareholders are required
by SEC regulations to furnish the Company with copies of all such reports that
they file. Based solely on a review of copies of reports filed with the SEC and
of written representations by officers and directors, the Company believes that
during Fiscal 2005 all officers and directors subject to the reporting
requirements of Section 16(a) filed the required reports on a timely basis,
except that, due to a clerical error, Mr. Gulmi’s Form 4 dated June 10, 2004,
included a June 4 transaction, which should have been reported by June 8,
2004.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table sets forth information concerning compensation earned by or
awarded or paid to the chief executive officer and each of the other four most
highly compensated executive officers employed by the Company at January 29,
2005 (together, the “named executive officers”) for each of Fiscal 2003, 2004
and 2005.
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Long-Term
Compensation |
| |
|
|
|
Annual
Compensation |
|
Awards |
|
Payouts |
| |
|
|
|
|
|
|
|
Other |
|
Restricted |
|
Securities |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Stock |
|
Underlying |
|
LTIP |
|
All Other |
| Name and Principal
Position |
|
Fiscal |
|
Salary |
|
Bonus |
|
Compensation |
|
Awards |
|
Options/SARs |
|
Payouts |
|
Compensation |
| at January 29, 2005 |
|
Year |
|
($) |
|
($) |
|
($) |
|
($)(1) |
|
(#) |
|
($) |
|
($)(2) |
| Hal N. Pennington |
|
2005 |
|
576,872 |
|
916,650 |
|
— |
|
— |
|
75,000 |
|
— |
|
17,619 |
| Chairman, President and |
|
2004 |
|
576,872 |
|
— |
|
— |
|
— |
|
130,000 |
|
— |
|
16,054 |
| Chief Executive Officer |
|
2003 |
|
464,372 |
|
226,250 |
|
— |
|
999,981 |
|
130,000 |
|
— |
|
8,833 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jonathan D. Caplan |
|
2005 |
|
216,638 |
|
257,000 |
|
— |
|
— |
|
25,000 |
|
— |
|
4,557 |
| Senior Vice President |
|
2004 |
|
251,638 |
|
80,000 |
|
— |
|
— |
|
25,000 |
|
— |
|
4,777 |
| |
|
2003 |
|
83,743 |
|
25,000 |
|
— |
|
— |
|
25,000 |
|
— |
|
1,049 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Robert J. Dennis |
|
2005 |
|
206,872 |
|
619,500 |
|
— |
|
— |
|
