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GENESCO INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and GENESCO INC.’s Form 8-K, filed June 27, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 12Ballot items
  • 187Asset managers
  • 2,173Fund votes
  • June 26, 2025Meeting date

Results at a glance

Meeting of June 26, 2025: 12 items on GENESCO INC.’s Form 8-K, filed June 27, 2025: 9 elected · 3 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025

Explore GENESCO INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by GENESCO INC.

These tallies are GENESCO INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 27, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

GENESCO INC. — official shareholder meeting results, meeting held June 26, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Joanna Barsh 6,436,359390,90533,146 --970,346 94%Elected—
Elect Director: Matthew M. Bilunas 6,757,99769,26733,146 --970,346 99%Elected—
Elect Director: Carolyn Bojanowski 6,698,654128,21933,537 --970,346 98%Elected—
Elect Director: John F. Lambros 6,700,773126,49133,146 --970,346 98%Elected—
Elect Director: Thurgood Marshall, Jr. 6,615,781234,06810,561 --970,346 97%Elected—
Elect Director: Angel R. Martinez 6,698,60464,71997,087 --970,346 99.0%Elected—
Elect Director: Mary E. Meixelsperger 6,759,66667,51833,226 --970,346 99.0%Elected—
Elect Director: Gregory A. Sandfort 6,693,410133,85433,146 --970,346 98%Elected—
Elect Director: Mimi E. Vaughn 6,500,258135,99724,155 --970,346 98%Elected—
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 statem 6,036,837624,385199,188 --970,346 91%Not verified—
Approval of the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan The Company's shareholders voted upon and approved the Genesco Inc. 6,130,137721,8798,394 --970,346 89%Not verified—
Ratification of Independent Accountants The Company's shareholders voted upon and approved the ratification of the appointment of Deloitte & Touche to serve as the Company's independent registered public accounting firm for the current fisc 7,714,859109,0346,863 ---- 99%Not verified—

Source: GENESCO INC., Form 8-K, filed with the SEC on June 27, 2025 — read the filing on EDGAR.

How asset managers voted at the GENESCO INC. 2024-2025 meeting

Each item below shows how the 187 asset managers that disclosed a GENESCO INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Angel R. Martinez

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 6,698,604AGAINST: 64,719
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Angel Martinez

GENESCO INC.’s own tally for this item (“Elect Director: Angel R. Martinez”): 6,698,604 for, 64,719 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,486 for, 63,673 abstained.

FOR
FOR: 2,777,486ABSTAIN: 63,673
Largest asset managers voting on “Election of nine directors: Angel Martinez” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust00 63,6730Abstain
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

2. Elect Director: Carolyn Bojanowski

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,698,654AGAINST: 128,219
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Carolyn Bojanowski

GENESCO INC.’s own tally for this item (“Elect Director: Carolyn Bojanowski”): 6,698,654 for, 128,219 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,486 for, 63,673 against.

FOR
FOR: 2,777,486AGAINST: 63,673
Largest asset managers voting on “Election of nine directors: Carolyn Bojanowski” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

3. Elect Director: Gregory A. Sandfort

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,693,410AGAINST: 133,854
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Gregory A. Sandfort

GENESCO INC.’s own tally for this item (“Elect Director: Gregory A. Sandfort”): 6,693,410 for, 133,854 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,195 for, 63,964 against.

FOR
FOR: 2,777,195AGAINST: 63,964
Largest asset managers voting on “Election of nine directors: Gregory A. Sandfort” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

4. Elect Director: Joanna Barsh

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 6,436,359AGAINST: 390,905
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Joanna Barsh

GENESCO INC.’s own tally for this item (“Elect Director: Joanna Barsh”): 6,436,359 for, 390,905 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,195 for, 63,964 against.

FOR
FOR: 2,777,195AGAINST: 63,964
Largest asset managers voting on “Election of nine directors: Joanna Barsh” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

5. Elect Director: John F. Lambros

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,700,773AGAINST: 126,491
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: John F. Lambros

GENESCO INC.’s own tally for this item (“Elect Director: John F. Lambros”): 6,700,773 for, 126,491 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,195 for, 63,964 against.

FOR
FOR: 2,777,195AGAINST: 63,964
Largest asset managers voting on “Election of nine directors: John F. Lambros” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

6. Elect Director: Mary E. Meixelsperger

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 6,759,666AGAINST: 67,518
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Mary Meixelsperger

GENESCO INC.’s own tally for this item (“Elect Director: Mary E. Meixelsperger”): 6,759,666 for, 67,518 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,841,159 for.

FOR
FOR: 2,841,159
Largest asset managers voting on “Election of nine directors: Mary Meixelsperger” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust63,6730 00For
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

7. Elect Director: Matthew M. Bilunas

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 6,757,997AGAINST: 69,267
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Matthew M. Bilunas

GENESCO INC.’s own tally for this item (“Elect Director: Matthew M. Bilunas”): 6,757,997 for, 69,267 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,841,159 for.

FOR
FOR: 2,841,159
Largest asset managers voting on “Election of nine directors: Matthew M. Bilunas” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust63,6730 00For
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

8. Elect Director: Mimi E. Vaughn

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,500,258AGAINST: 135,997
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Mimi E. Vaughn

GENESCO INC.’s own tally for this item (“Elect Director: Mimi E. Vaughn”): 6,500,258 for, 135,997 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,841,116 for, 43 against.

FOR
FOR: 2,841,116AGAINST: 43
Largest asset managers voting on “Election of nine directors: Mimi E. Vaughn” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust63,6730 00For
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

9. Elect Director: Thurgood Marshall, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 6,615,781AGAINST: 234,068
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: Election of nine directors: Thurgood Marshall, Jr.

GENESCO INC.’s own tally for this item (“Elect Director: Thurgood Marshall, Jr.”): 6,615,781 for, 234,068 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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 16, 2025.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,486 for, 63,673 against.

FOR
FOR: 2,777,486AGAINST: 63,673
Largest asset managers voting on “Election of nine directors: Thurgood Marshall, Jr.” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

10. Approval of the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan The Company's shareholders voted…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 6,130,137AGAINST: 721,879
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: APPROVE AN AMENDMENT AND RESTATEMENT TO THE SECOND AMENDED & RESTATED 2020 EQUITY INCENTIVE PLAN.

GENESCO INC.’s own tally for this item (“Approval of the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan The Company's shareholders voted upon and approved the Genesco Inc.”): 6,130,137 for, 721,879 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of GENESCO INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (2 managers, 78,364 for).

The 63 asset managers below reported 2,397,542 for, 365,720 against.

FOR
FOR: 2,397,542AGAINST: 365,720
Largest asset managers voting on “APPROVE AN AMENDMENT AND RESTATEMENT TO THE SECOND AMENDED & RESTATED 2020 EQUITY INCENTIVE PLAN.” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century0322,933 00Against
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust63,6730 00For
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST031,730 00Against
ADVISORS SERIES TRUST31,2110 00For
CLEARWATER INVESTMENT TRUST28,6760 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life5,1138,819 00Mixed
Invesco11,7750 00For
Goldman Sachs10,4140 00For
MASTER INVESTMENT PORTFOLIO9,1500 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

11. Non-Binding, Advisory Vote on the Company's Executive Compensation The Company's shareholders voted upon a non‑binding…

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 6,036,837AGAINST: 624,385
Details: description as filed, official tally, votes by 187 asset managers

Description as filed by funds: A non-binding advisory vote on the Company's named executive officers' compensation.

GENESCO INC.’s own tally for this item (“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”): 6,036,837 for, 624,385 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 64 asset managers voting on “A non-binding advisory vote on the Company's named executive officers' compensation.” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
RBB FUND, INC.10,7940 00For

Fund voting reports, all 64 managers: 2,778,126 for, 73,827 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 142 asset managers voting on “A non-binding advisory vote on the Company's named executive officers' compensation.” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
PZENA INVESTMENT MANAGEMENT LLC776,7940 00For
American Century335,7430 00For
BlackRock299,7810 00For
State Street251,3670 00For
GEODE CAPITAL MANAGEMENT, LLC247,5490 00For
APG Asset Management US Inc.00 190,6980Abstain
Charles Schwab145,4730 00For
JACOBS LEVY EQUITY MANAGEMENT, INC138,5020 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC133,4710 00For
Northern Trust82,6130 00For
AllianceBernstein70,3170 00For
Vanguard66,0520 00For
Dimensional064,833 00Against
Portolan Capital Management, LLC53,1250 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP39,4840 00For
SEI37,9160 00For
LSV ASSET MANAGEMENT36,3000 00For
Nuveen35,4790 00For
MELLON INVESTMENTS Corp34,9080 00For
Connor, Clark & Lunn Investment Management Ltd.33,0380 00For
Brandywine Global Investment Management, LLC32,7600 00For
DE Shaw29,7360 00For
T. Rowe Price24,8150 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/22,6680 00For
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO22,1310 00For

Institutional-manager reports, all 142 managers: 3,216,783 for, 74,670 against, 191,023 abstained. Showing the 25 largest; see all in the interactive database.

12. Ratification of Independent Accountants The Company's shareholders voted upon and approved the ratification of the…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 7,714,859AGAINST: 109,034
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE CURRENT FISCAL YEAR.

GENESCO INC.’s own tally for this item (“Ratification of Independent Accountants The Company's shareholders voted upon and approved the ratification of the appointment of Deloitte & Touche to serve as the Company's independent registered public accounting firm ”): 7,714,859 for, 109,034 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 2,777,486 for, 63,673 against.

FOR
FOR: 2,777,486AGAINST: 63,673
Largest asset managers voting on “RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPAN” at GENESCO INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard903,6180 00For
American Century322,9330 00For
BlackRock258,4440 00For
Fidelity231,5750 00For
Charles Schwab145,4460 00For
BRIDGEWAY FUNDS INC125,6710 00For
CLEARWATER INVESTMENT TRUST86,8940 00For
Columbia Threadneedle75,6360 00For
State Street69,0710 00For
EA Series Trust063,673 00Against
Nationwide57,6250 00For
AllianceBernstein56,9500 00For
SEI37,7740 00For
TIAA33,2260 00For
Equitable32,6760 00For
RBC FUNDS TRUST31,7300 00For
ADVISORS SERIES TRUST31,2110 00For
AMERICAN BEACON FUNDS25,8000 00For
Mercer Funds23,5000 00For
MFS22,6680 00For
GuideStone20,1460 00For
QUANTITATIVE MASTER SERIES LLC17,7800 00For
Pacific Life13,9320 00For
Invesco11,7750 00For
Goldman Sachs10,4140 00For

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

Largest GENESCO INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 10,778,805 shares outstanding at the time of that meeting.

Fund voting reports: top GENESCO INC. shareholders by shares voted on “A non-binding advisory vote on the Company's named executive officers' compensation.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 8.38%
2American Century 3.00%
3BlackRock 2.40%
4Fidelity 2.15%
5Charles Schwab 1.35%
6BRIDGEWAY FUNDS INC 1.17%
7CLEARWATER INVESTMENT TRUST 0.81%
8Columbia Threadneedle 0.70%
9State Street 0.64%
10EA Series Trust 0.59%
Institutional-manager reports: top GENESCO INC. shareholders by shares voted on “A non-binding advisory vote on the Company's named executive officers' compensation.”, 2024-2025
#Asset manager % of shares outstanding
1PZENA INVESTMENT MANAGEMENT LLC 7.21%
2American Century 3.11%
3BlackRock 2.78%
4State Street 2.33%
5GEODE CAPITAL MANAGEMENT, LLC 2.30%
6APG Asset Management US Inc. 1.77%
7Charles Schwab 1.35%
8JACOBS LEVY EQUITY MANAGEMENT, INC 1.28%
9BRIDGEWAY CAPITAL MANAGEMENT, LLC 1.24%
10Northern Trust 0.77%

Reported GENESCO INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

GENESCO INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 9.19% 13F
Vanguard Group 8.34% 13F
Dimensional Fund Advisors 6.39% 13F
NOMURA HOLDINGS INC 3.92% 13G
State Street 3.23% 13F
D.E. Shaw 2.76% 13F
Morgan Stanley 2.48% 13F
Geode Capital 2.28% 13F
Charles Schwab 1.35% 13F
Millennium Management 1.04% 13F

Percentages above are of 10,778,805 shares outstanding, as reported by GENESCO INC. on its Form 10-Q dated May 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from GENESCO INC.’s 10-Q dated May 30, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At GENESCO INC.'s shareholder meeting held June 26, 2025, in the 2024-2025 proxy season, 187 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 2,173 separate fund positions. On the most widely held item on that ballot — A non-binding advisory vote on the Company's named executive officers' compensation. — FOR was 91% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: GENESCO INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 27, 2025.

GENESCO INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).

Download data (CSV): ballot items · votes by manager · column guide.