UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 06, 2025 |
Genesco Inc.
(Exact name of Registrant as Specified in Its Charter)
Tennessee | 1-3083 | 62-0211340 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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535 Marriott Drive |
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Nashville, Tennessee |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 615 367-7000 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, $1.00 par value |
| GCO |
| New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Protection Agreement
On February 6, 2025, the Compensation Committee of the Board of Directors of Genesco Inc. (the “Company”) approved amendments to the Company’s Employment Protection Agreement (the “Agreement”) to be entered into with certain executive officers of the Company, with the exception of Mimi E. Vaughn and Parag D. Desai. Among other things, the Agreement was amended to revise the operation of the Agreement such that any Termination Notice (as defined in the Agreement) shall be effective at any time that the Company is in active negotiations with respect to a transaction that would constitute a Change in Control (as defined in the Agreement), if consummated. In addition, the Agreement was amended to remove the automatic termination of the Agreement upon the attainment of a certain retirement age by the applicable executive.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
10.1 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| GENESCO INC. |
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Date: | February 7, 2025 | By: | /s/ Scott E. Becker |
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| Scott E. Becker |
