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A Second Proxy Firm Backs Genesco’s Board Picks Ahead of Shareholder Meeting

Just a few days before the long-awaited Genesco annual shareholders meeting next week, another proxy firm has backed Genesco’s board of director nominees, saying the footwear firm’s picks are “in the best interest of the company.”

Egan-Jones Proxy Services has joined Institutional Shareholder Services to recommend that shareholders vote in favor of Genesco’s nine board member nominees. Last week, ISS recommended that Genesco shareholders vote for all nine of the company’s director nominees at Genesco’s annual meeting on July 20.

“We are very pleased that Egan-Jones, like ISS, recommends shareholders vote for our complete slate of directors on the blue proxy card,” Mimi Vaughn, president, CEO and board chair of Genesco, said in a statement released Wednesday after the market closed. “In their reports, ISS and Egan-Jones recognize that the skills and experience of our directors are key to the continued execution of our footwear-focused strategy. We encourage shareholders to follow the advice of these leading firms and allow Genesco to build on our strong progress and momentum for the benefit of all shareholders.”

In the statement, Egan-Jones cheered Genesco’s board refreshment and said the board is made up of “highly qualified, independent and experienced directors” who can lead it through the current challenging environment.

“We believe there is a compelling reason to elect Genesco’s nominees since the board and the management [have] maneuvered the company into the right direction given the challenges and uncertainty that the pandemic brought to the retail industry,” Egan-Jones said in the statement. “Not only [has] the company capitalized on its non-core assets, but has managed to drive conversion rates and e-commerce profitability to offset the effects of in store profits.”

Activist investor Legion Partners Asset Management launched a proxy battle in April when it initially informed Genesco of its intention to nominate a controlling slate of individuals for election to the board of directors; the hedge fund said Genesco has had ongoing underperformance and poor shareholder return.

Legion, which owns 5.9% of Genesco’s shares, nominated Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H. Robertson and Hobart P. Sichel to the Genesco board.

Egan-Jones said Legion’s nominees lack the skills to create change at Genesco. “Contrary to the management’s slate, none of the Legion nominees have the right mix of skills and experience in public companies, retail, footwear and e-commerce. As such, election of the Legion slate could disrupt the progress Genesco is currently into,” the proxy firm said.

However, on July 8, Glass Lewis, another shareholder advisory firm, backed Legion in its bid to install new directors on the footwear company’s board. The proxy firm endorsed two of Legion’s board picks — Dawn H. Robertson and Hobart P. Sichel — and critiqued the company’s 20-year director, Matthew C. Diamond.

In May, Nashville, Tenn.-based Genesco named new independent directors: Angel Martinez, former chairman and CEO of Deckers Brands; Mary Meixelsperger, CFO of oil manufacturer Valvoline and former CFO of DSW; and Greg Sandfort, former CEO of Tractor Supply Company.

Genesco shares fell 1.3% in trading Wednesday to $61.18.

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