GCO / Genesco Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 28, 2025 GENESCO INC. (Exa

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): August 28, 2025 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

FY26 Q2 GENESCO Summary Results • August 28, 2025 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, and all other statements not addressing solely historical facts or present cond

GENESCO INC. REPORTS FISCAL 2026 SECOND QUARTER RESULTS --Top and Bottom-line Results Exceed Expectations-- -- Journeys Comparable Sales Increased 9%, Overall Comparable Sales Increased 4%-- --Fourth Consecutive Quarter of Positive Comparable Sales G

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2026 SECOND QUARTER RESULTS -Top and Bottom-line Results Exceed Expectations- - Journeys Comparable Sales Increased 9%, Overall Comparable Sales Increased 4%- -Fourth Consecutive Quarter of Positive Comparable Sales Growth— - Raises Full Year Sales Outlook - NASHVILLE, Tenn., Aug. 28, 2025 - Genesco Inc. (NYSE: GCO) today reported second quarter results for

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

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): June 26, 2025 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended May 3, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of reg

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

FY26 Q1 GENESCO Summary Results • June 4, 2025 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, and all other statements not addressing solely historical facts or present conditi

GENESCO INC. REPORTS FISCAL 2026 FIRST QUARTER RESULTS --Top and bottom-line results exceed expectations-- --Comparable sales increased 5%, led by Journeys with an 8% increase-- --Sales growth and meaningful expense leverage drives bottom line improv

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2026 FIRST QUARTER RESULTS -Top and bottom-line results exceed expectations- -Comparable sales increased 5%, led by Journeys with an 8% increase- -Sales growth and meaningful expense leverage drives bottom line improvement compared to Q1 last year- -Company reiterates full year EPS outlook including impact of current tariffs - NASHVILLE, Tenn., June 4, 2025

Current Report

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): June 4, 2025 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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 (Amendment No.   )

Table of Contents 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 (Amendment No.   ) Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

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 (Amendment No.   )

DEFA14A 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 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

FORM 8-K/A Item 4.01 Changes in Registrant’s Certifying Accountant.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

FORM 8-K Item 4.01 Changes in Registrant’s Certifying Accountant. Item 9.01 Financial Statements and Exhibits.

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): April 30, 2025 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Letter from Ernst & Young to the Securities and Exchange Commissions, dated May 6, 2025

EXHIBIT 16.1 May 06, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated May 6, 2025, of Genesco Inc. and are in agreement with the statements contained in the last sentence of the first paragraph, and the second, third and fourth paragraphs on page 2 therein. We have no basis to agree or disagree with other statem

Insider Trading Policy

Exhibit 19 GENESCO INC. INSIDER TRADING AND CONFIDENTIALITY POLICY The Board of Directors (the “Board”) of Genesco Inc. (the “Company”), has adopted the following policy and procedures with regard to Insider Trading and Confidentiality (the “Policy”). The Board will review and may amend this Policy from time to time. Except as expressly provided herein, this Policy supersedes any previous Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 1, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name

Power of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors of Genesco Inc., a Tennessee corporation (“Genesco”), do hereby constitute and appoint Scott E. Becker and Cassandra Harris, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Names of Subsidiary(1) Place of Incorporation Flagg Bros.

GENESCO INC. REPORTS FISCAL 2025 FOURTH QUARTER AND FULL YEAR RESULTS --Fourth Quarter Comparable Sales Increased 10%, Driven by Journeys 14% Increase-- --Fourth Quarter E-Commerce Comparable Sales Increased 18% and Represented 30% of Retail Sales --

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2025 FOURTH QUARTER AND FULL YEAR RESULTS -Fourth Quarter Comparable Sales Increased 10%, Driven by Journeys 14% Increase- -Fourth Quarter E-Commerce Comparable Sales Increased 18% and Represented 30% of Retail Sales - -Operating Income Increased 24% for the Fourth Quarter- NASHVILLE, Tenn., March 7, 2025 - Genesco Inc. (NYSE: GCO) today reported fourth qua

Current Report

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): March 7, 2025 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

FY25 Q4 GENESCO Summary Results • March 7, 2025

FY25 Q4 GENESCO Summary Results • March 7, 2025 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, and all other statements not addressing solely historical facts or present conditions.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 of Incorporation) (Commission File Numbe

Form of Employment Protection Agreement

EXHIBIT 10.1 EMPLOYMENT PROTECTION AGREEMENT THIS AGREEMENT between Genesco Inc., a Tennessee corporation (the “Corporation”), and (the “Executive”), dated as of this day of , 20. W I T N E S S E T H : WHEREAS, the Corporation and the Executive have agreed to enter into an agreement providing the Corporation and the Executive with certain rights upon the occurrence of a Change of Control (as defin

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 10, 2025 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GENESCO REPORTS COMPARABLE SALES Fourth Quarter-to-Date Comparable Sales Increased 10% Year-Over-Year Company Reaffirms Fiscal 2025 Guidance Participating in 2025 ICR Conference, January 13, 2025

EXHIBIT 99.1 GENESCO REPORTS COMPARABLE SALES Fourth Quarter-to-Date Comparable Sales Increased 10% Year-Over-Year Company Reaffirms Fiscal 2025 Guidance Participating in 2025 ICR Conference, January 13, 2025 NASHVILLE, Tenn., Jan. 10, 2025 –Genesco Inc. (NYSE: GCO) announced today that comparable sales, including both stores and direct sales, increased 10% for the quarter-to-date period ended Dec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 12, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended November 2, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name o

Current Report

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): December 6, 2024 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GENESCO INC. REPORTS FISCAL 2025 THIRD QUARTER RESULTS --Results Exceed Expectations, Driven by Journeys-- --Total Comparable Sales Increased 6%; Journeys Comparable Sales Increased 11%-- --Raises Fiscal 2025 Guidance—

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2025 THIRD QUARTER RESULTS -Results Exceed Expectations, Driven by Journeys- -Total Comparable Sales Increased 6%; Journeys Comparable Sales Increased 11%- -Raises Fiscal 2025 Guidance— NASHVILLE, Tenn., Dec. 6, 2024 - Genesco Inc. (NYSE: GCO) today reported third quarter results for the three months ended November 2, 2024. Third Quarter Fiscal 2025 Financi

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

Summary Results December 6, 2024 FY25 Q3 GENESCO Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, ESG progress and all other statements not addressing solely historical facts or

GENESCO NAMES SANDRA HARRIS CHIEF FINANCIAL OFFICER A proven CFO, finance leader and seasoned global retailer and consumer brands executive, Harris adds significantly to Genesco’s deep leadership bench

EXHIBIT 99.1 GENESCO NAMES SANDRA HARRIS CHIEF FINANCIAL OFFICER A proven CFO, finance leader and seasoned global retailer and consumer brands executive, Harris adds significantly to Genesco’s deep leadership bench NASHVILLE, Tenn. Oct. 1, 2024 - Genesco Inc. (NYSE: GCO), after a broad search process, today announced the appointment of Cassandra “Sandra” Harris as Senior Vice President, Finance an

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

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): October 01, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended August 3, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genesco Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Equity Common Stock, par val

As Filed With the Securities and Exchange Commission on September 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 GENESCO INC. (Exact na

As Filed With the Securities and Exchange Commission on September 12, 2024 Registration No.

Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan.

EXHIBIT 99.1 GENESCO INC. Second Amended and restated 2020 EQUITY INCENTIVE PLAN Section 1. Purpose. This plan shall be known as the “Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is to promote the interests of Genesco Inc., a Tennessee corporation (the “Company”), its Subsidiaries and its stockholders by (i) attracting and retaining key

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

Summary Results September 6, 2024 FY25 Q2 GENESCO Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, ESG progress and all other statements not addressing solely historical facts or

Current Report

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): September 6, 2024 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

GENESCO INC. REPORTS FISCAL 2025 SECOND QUARTER RESULTS --Financial Performance Exceeds Expectations, Driven by Journeys-- --Reaffirms Fiscal 2025 EPS Outlook--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2025 SECOND QUARTER RESULTS -Financial Performance Exceeds Expectations, Driven by Journeys- -Reaffirms Fiscal 2025 EPS Outlook- NASHVILLE, Tenn., Sept. 6, 2024 - Genesco Inc. (NYSE: GCO) today reported second quarter results for the three months ended August 3, 2024. Second Quarter Fiscal 2025 Financial Summary • Total net sales increased to $525 million;

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Submission of Matters to a Vote of Security Holders

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): June 27, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Genesco Inc. Performance Share Unit Agreement

Exhibit 10.2 FORM OF Genesco Inc. PERFORMANCE SHARE UNIT AGREEMENT This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Successors, the “Company”), and [Participant Name], (the “Grantee”). Capitalized terms not otherwise defined herein shall have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended May 4, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of reg

GENESCO INC. REPORTS FISCAL 2025 FIRST QUARTER RESULTS Top and Bottom-Line Results Exceed Expectations, Led by Journeys Reaffirms Fiscal 2025 Outlook

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2025 FIRST QUARTER RESULTS Top and Bottom-Line Results Exceed Expectations, Led by Journeys Reaffirms Fiscal 2025 Outlook NASHVILLE, Tenn., May 31, 2024 - Genesco Inc. (NYSE: GCO) today reported first quarter results for the three months ended May 4, 2024. First Quarter Fiscal 2025 Financial Summary • Total net sales decreased 5%; comparable sales decreased

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

Summary Results May 31, 2024 FY25 Q1 GENESCO Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, ESG progress and all other statements not addressing solely historical facts or pres

Current Report

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): May 31, 2024 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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 (Amendment No.   )

Table of Contents 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 (Amendment No.   ) Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

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 (Amendment No.   )

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 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

GENESCO ANNOUNCES $50 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION

EXHIBIT 99.1 GENESCO ANNOUNCES $50 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION NASHVILLE, Tenn., June 26, 2023 - Genesco Inc. (NYSE: GCO) announced today that its board of directors has authorized a $50 million increase to its existing $200 million share repurchase authorization. Under Genesco’s existing $200 million share repurchase, since September 2019 the Company has repurchased 3.9

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commi

Genesco Inc. Executive Severance Plan. Incorporated by reference to Exhibit (10.1) to the Current Report on Form 8-K filed on May 3, 2024 (File No. 1-3083).

EXHIBIT 10.1 Effective May 2, 2024 GENESCO INC. Executive SEVERANCE PLAN GENESCO INC. Executive SEVERANCE PLAN ARTICLE I Statement of Purpose Genesco Inc., a Tennessee corporation (together with its Related Entities, the “Company”), hereby establishes the Genesco Inc. Executive Severance Plan (the “Plan”) for the benefit of its eligible employees and the eligible employees of its Related Entities

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 02, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Form of Genesco Inc. Restricted Share Award Agreement.

Exhibit (10)cc. GENESCO INC. RESTRICTED SHARE AWARD AGREEMENT THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between Genesco Inc., a Tennessee corporation, together with its subsidiaries (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in th

Genesco Inc. Amended and Restated Compensation Recoupment Policy, dated as of October 26, 2023.

Exhibit 97 Genesco Inc. Amended and Restated Compensation Recoupment Policy Section 1. Overview. The purpose of this Amended and Restated Compensation Recoupment Policy of the Company (as amended from time to time, the “Policy”), dated as of October 26, 2023 (the “Adoption Date”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Err

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Names of Subsidiary(1) Place of Incorporation Flagg Bros.

Power of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors of Genesco Inc., a Tennessee corporation (“Genesco”), do hereby constitute and appoint Scott E. Becker and Thomas A. George, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 3, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name

Description of Securities.

Exhibit (4)b. DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Genesco Inc. has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $1.00 per share (“Common Stock”), and our Employees’ Subordinated Convertible Preferred Stock, without nominal or par v

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

FOURTH QUARTER FY24 GENESCO Summary Results March 8, 2024 Exhibit 00.0 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, ESG progress and all other statements not addressing solel

GENESCO INC. REPORTS FISCAL 2024 FOURTH QUARTER AND FULL YEAR RESULTS Johnston & Murphy and Schuh Achieved Record Sales in FY24 Journeys Delivered Another Quarter of Sequential Comp Improvement Fourth Quarter E-Commerce Sales Increased 5%

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2024 FOURTH QUARTER AND FULL YEAR RESULTS Johnston & Murphy and Schuh Achieved Record Sales in FY24 Journeys Delivered Another Quarter of Sequential Comp Improvement Fourth Quarter E-Commerce Sales Increased 5% NASHVILLE, Tenn., March 8, 2024 - Genesco Inc. (NYSE: GCO) today reported fourth quarter and full fiscal year results for the three and twelve month

Current Report

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): March 8, 2024 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

GCO / Genesco Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01004-genescoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Genesco Inc Title of Class of Securities: Common Stock CUSIP Number: 371532102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule p

GCO / Genesco Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 genescoinc13gdec2023.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Genesco Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 371532102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

GCO / Genesco Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Genesco Inc (Name of Issuer) Common Stock (Title of Class of Securities) 371532102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

GCO / Genesco Inc. / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Genesco Inc (Name of Issuer) Common Stock (Title of Class of Securities) 371532102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

GENESCO REPORTS COMPARABLE SALES --Fourth Quarter-to-Date Comparable Sales Decreased 4% Year-Over-Year --Now Expects Fiscal 2024 Adjusted EPS to be in the Range of $0.65-$0.85-- --Participating in 2024 ICR Conference, January 8, 2024--

EXHIBIT 99.1 EXHIBIT 99.1 GENESCO REPORTS COMPARABLE SALES -Fourth Quarter-to-Date Comparable Sales Decreased 4% Year-Over-Year -Now Expects Fiscal 2024 Adjusted EPS to be in the Range of $0.65-$0.85- -Participating in 2024 ICR Conference, January 8, 2024- NASHVILLE, Tenn., Jan. 8, 2024 –Genesco Inc. (NYSE: GCO) announced today that comparable sales, including both stores and direct sales, decreas

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

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): January 08, 2024 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name o

Current Report

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): December 1, 2023 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GENESCO INC. REPORTS FISCAL 2024 THIRD QUARTER RESULTS

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2024 THIRD QUARTER RESULTS NASHVILLE, Tenn., Dec. 1, 2023 - Genesco Inc. (NYSE: GCO) today reported third quarter results for the three months ended October 28, 2023. Third Quarter Fiscal 2024 Financial Summary • Net sales of $579 million decreased 4% compared to Q3FY23 • Comps down 4%, with stores down 7% and direct up 8% • E-commerce sales represented 21%

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost redu

THIRD QUARTER FY24 GENESCO Summary Results December 1, 2023 Exhibit 00.0 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, cost reductions, ESG progress and all other statements not addressing sol

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 28, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

A proven leader and seasoned global consumer product executive who brings deep footwear and retail industry expertise, Gray adds meaningfully to Genesco’s already deep leadership bench

EXHIBIT 99.1 GENESCO NAMES ANDY GRAY PRESIDENT OF THE JOURNEYS GROUP A proven leader and seasoned global consumer product executive who brings deep footwear and retail industry expertise, Gray adds meaningfully to Genesco’s already deep leadership bench NASHVILLE, Tenn. Nov. 28, 2023 - Genesco Inc. (NYSE: GCO), after a broad search process, today announced the appointment of Andy Gray as the new P

As Filed With the Securities and Exchange Commission on September 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 GENESCO INC. (Exact nam

As Filed With the Securities and Exchange Commission on September 7, 2023 Registration No.

Genesco Inc. Amended and Restated 2020 Equity Incentive Plan

exhibit 99.1 GENESCO INC. Amended and restated 2020 EQUITY INCENTIVE PLAN Section 1. Purpose. This plan shall be known as the “Genesco Inc. Amended and Restated 2020 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is to promote the interests of Genesco Inc., a Tennessee corporation (the “Company”), its Subsidiaries and its stockholders by (i) attracting and retaining key officers, emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended July 29, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of r

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genesco Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Equity Common Stock, par val

Current Report

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): August 31, 2023 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, ESG progr

SECOND QUARTER FY24 GENESCO Summary Results August 31, 2023 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures, ESG progress and all other statements not addressing solely historical facts or presen

Letter Agreement dated August 30, 2023, by and between the Company and Mario Gallione. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed August 31, 2023. (File No. 1-3083).

EXHIBIT 10.1 MIMI ECKEL VAUGHN Chair of the Board, President and Chief Executive Officer Genesco Inc. 535 Marriott Drive, 12th Floor Nashville, Tennessee 37214 O: 615.367.7386 [email protected] August 30, 2023 Mario Gallione Dear Mario, This will memorialize our agreement regarding your change in role, as well as your future retirement from Genesco Inc. You will transition to President, Emeritus

GENESCO INC. REPORTS FISCAL 2024 SECOND QUARTER RESULTS

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2024 SECOND QUARTER RESULTS NASHVILLE, Tenn., Aug. 31, 2023 - Genesco Inc. (NYSE: GCO) today reported second quarter results for the three months ended July 29, 2023. Second Quarter Fiscal 2024 Financial Summary • Net sales of $523 million decreased 2% compared to Q2FY23 • Comps down 2%, with stores down 6% and direct up 14% • E-commerce sales represented 2

GENESCO ANNOUNCES JOURNEYS GROUP PRESIDENT MARIO GALLIONE TO RETIRE IN FEBRUARY 2024 --Search Process Underway To Identify Successor--

EXHIBIT 99.1 GENESCO ANNOUNCES JOURNEYS GROUP PRESIDENT MARIO GALLIONE TO RETIRE IN FEBRUARY 2024 -Search Process Underway To Identify Successor- NASHVILLE, Tenn., Aug. 30, 2023 - Genesco Inc. (NYSE: GCO) announced today the planned retirement of Journeys Group president Mario Gallione at the end of the Company’s fiscal year, with an expected effective date of February 2024. “I would like to thank

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 30, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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

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): June 21, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

GENESCO ANNOUNCES $50 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION

EXHIBIT 99.1 GENESCO ANNOUNCES $50 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION NASHVILLE, Tenn., June 26, 2023 - Genesco Inc. (NYSE: GCO) announced today that its board of directors has authorized a $50 million increase to its existing $200 million share repurchase authorization. Under Genesco’s existing $200 million share repurchase, since September 2019 the Company has repurchased 3.9

Form of Genesco Inc. Restricted Share Award Agreement.

Exhibit 10.3 GENESCO INC. RESTRICTED SHARE AWARD AGREEMENT THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between Genesco Inc., a Tennessee corporation, together with its subsidiaries (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended April 29, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of

Form of Genesco Inc. Performance Share Unit Agreement.

Exhibit 10.2 FORM OF Genesco Inc. PERFORMANCE SHARE UNIT AGREEMENT This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Successors, the “Company”), and [Participant Name], (the “Grantee”). Capitalized terms not otherwise defined herein shall have

GENESCO INC. REPORTS FISCAL 2024 FIRST QUARTER RESULTS

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2024 FIRST QUARTER RESULTS NASHVILLE, Tenn., May 25, 2023 - Genesco Inc. (NYSE: GCO) today reported first quarter results for the three months ended April 29, 2023. First Quarter Fiscal 2024 Financial Summary • Net sales of $483 million decreased 7% compared to Q1FY23 • Excluding the impact of lower exchange rates, net sales decreased 6% compared to Q1FY23

Safe Harbor Statement This release contains forward-looking statements, including those regarding future sales, earnings, cost reductions, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stor

FIRST QUARTER FY24 GENESCO Summary Results May 25, 2023 Exhibit 99.2 Safe Harbor Statement This release contains forward-looking statements, including those regarding future sales, earnings, cost reductions, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures, share repurchases, ESG progress and all other statement

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): May 25, 2023 GENESCO INC. (Exact

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): May 25, 2023 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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 (Amendment No. )

DEFA14A 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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 (Amendment No. )

Table of Contents 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Fourth Amended and Restated EVA Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 31, 2023. (File No. 1-3083).

EXHIBIT 10.1 GENESCO INC. FOURTH AMENDED AND RESTATED EVA INCENTIVE COMPENSATION PLAN 1. Purpose. The purposes of the Genesco Inc. Fourth Amended and Restated EVA Incentive Compensation Plan (the “Plan”) are to motivate and reward excellence and teamwork in achieving maximum improvement in shareholder value; to provide attractive and competitive total cash compensation opportunities for exceptiona

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

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): March 27, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Names of Subsidiary(1) Place of Incorporation Flagg Bros.

Description of Securities.

Exhibit (4)b. Exhibit (4)b. DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of January 28, 2023, Genesco Inc. had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $1.00 per share (“Common Stock”), and our Employees’ Subordinated Convertible Pre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name

Power of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors of Genesco Inc., a Tennessee corporation (“Genesco”), do hereby constitute and appoint Scott E. Becker and Parag D. Desai, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the An

Safe Harbor Statement This release contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and c

EX-99 3 gco-ex992.htm EX-99.2 FY23 Q4 GENESCO Summary Results March 9, 2023 Exhibit 99.2 Safe Harbor Statement This release contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures, ESG progress and all other statements not addressing

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): March 9, 2023 GENESCO INC. (Exact

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): March 9, 2023 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

GENESCO INC. REPORTS FISCAL 2023 FOURTH QUARTER AND FULL YEAR RESULTS --Fourth Quarter Comps Increased 5%-- -- Fourth Quarter E-Commerce Sales Increased 15%-- --Johnston & Murphy and Schuh Achieve Record Sales in FY23—

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2023 FOURTH QUARTER AND FULL YEAR RESULTS -Fourth Quarter Comps Increased 5%- - Fourth Quarter E-Commerce Sales Increased 15%- -Johnston & Murphy and Schuh Achieve Record Sales in FY23— NASHVILLE, Tenn., March 9, 2023 - Genesco Inc. (NYSE: GCO) today reported fourth quarter and full fiscal year results for the three and twelve months ended January 28, 2023.

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 17 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

GCO / Genesco Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesco Inc (Name of Issuer) Common Stock (Title of Class of Securities) 371532102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

GCO / Genesco Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Genesco Inc (Name of Issuer) Common Stock (Title of Class of Securities) 371532102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

GCO / Genesco Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0972-genescoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Genesco Inc. Title of Class of Securities: Common Stock CUSIP Number: 371532102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 16 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 16)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 15 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da150905001901242023.htm AMENDMENT NO. 15 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 15)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Ti

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 14 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 14)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

GENESCO REPORTS COMPARABLE SALES --Fourth Quarter-to-Date Comparable Sales Increased 3% Year-Over-Year --Expects Fiscal 2023 Adjusted EPS to be at the Low End of the Most Recent Guidance Range-- --Participating in 2023 ICR Conference, January 10, 202

EX-99.1 2 gco-ex991.htm EX-99.1 EXHIBIT 99.1 GENESCO REPORTS COMPARABLE SALES -Fourth Quarter-to-Date Comparable Sales Increased 3% Year-Over-Year -Expects Fiscal 2023 Adjusted EPS to be at the Low End of the Most Recent Guidance Range- -Participating in 2023 ICR Conference, January 10, 2023- NASHVILLE, Tenn., Jan. 9, 2023 –Genesco Inc. (NYSE: GCO) announced today that comparable sales, including

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 09, 2023 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 13 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 13)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 29, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name o

Restated Charter of Genesco Inc., as amended. Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed on December 8, 2022 (File No. 1-3083).

Exhibit (3.3) Restated Charter, as amended (restated electronically for SEC filing purposes only) RESTATED CHARTER OF GENESCO INC. INDEX PART I. Page 1 FIRST: Name of Corporation 1 SECOND: Duration of Corporation 1 THIRD: Principal Office 1 FOURTH: Motive of Corporation 1 FIFTH: Business Purpose of Corporation 1 SIXTH: Authorized Stock and Preferences, Restrictions and Qualifications of Preferred

Restated Charter of Genesco Inc., as amended, redlined for amendments effective June 23, 2022.

Exhibit (3.4) Restated Charter, as amended (restated electronically for SEC filing purposes only) RESTATED CHARTER OF GENESCO INC. INDEX PART I. Page 1 FIRST: Name of Corporation 1 SECOND: Duration of Corporation 1 THIRD: Principal Office 1 FOURTH: Motive of Corporation 1 FIFTH: Business Purpose of Corporation 1 SIXTH: Authorized Stock and Preferences, Restrictions and Qualifications of Preferred

/t Safe Harbor Statement This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openin

FY23 Q3 GENESCO Summary Results December 2, 2022 Exhibit 99.2 /t Safe Harbor Statement This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures, ESG progress and all other statements not addressing solely historical

GENESCO INC. REPORTS FISCAL 2023 THIRD QUARTER RESULTS --Comps Up 3% With Every Business Posting Gains-- --E-commerce Sales Almost 75% Above Pre-Pandemic Levels-- --Gross Margin Better than Expectations--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2023 THIRD QUARTER RESULTS -Comps Up 3% With Every Business Posting Gains- -E-commerce Sales Almost 75% Above Pre-Pandemic Levels- -Gross Margin Better than Expectations- Third Quarter Fiscal 2023 Financial Summary • Net sales of $604 million, an increase of 1% from last year and an increase of 12% over Q3FY20 • Excluding the impact of lower exchange rates,

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): December 2, 2022 GENESCO INC. (Ex

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): December 2, 2022 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GENESCO STRENGTHENS BOARD WITH APPOINTMENT OF TWO NEW INDEPENDENT DIRECTORS MATT BILUNAS AND CAROLYN BOJANOWSKI

Exhibit 99.1 GENESCO STRENGTHENS BOARD WITH APPOINTMENT OF TWO NEW INDEPENDENT DIRECTORS MATT BILUNAS AND CAROLYN BOJANOWSKI • Matt Bilunas, Best Buy Chief Financial Officer, and Carolyn Bojanowski, Sephora Executive Vice President and Recent General Manager Sephora.com, Join Genesco Board • Matt Diamond and Kevin McDermott Will Retire from Board and Will Not Seek Reelection at Genesco’s 2023 Annu

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

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): November 22, 2022 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 9, 2022

November 9, 2022 Via EDGAR Mr. Abe Friedman Ms. Theresa Brillant Division of Corporation Finance Office of Trade and Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Genesco Inc. Form 10-K for the Fiscal Year Ended January 29, 2022 Filed March 23, 2022 File No. 001-03083 Dear Mr. Friedman and Ms. Brillant: I am writing this letter on behalf of G

Second Amended and Restated Bylaws of Genesco, Inc., redlined for amendments effective October 27, 2022

EXHIBIT 3.2 GENESCO INC. Second AMENDED AND RESTATED BYLAWS ARTICLE I CORPORATE OFFICES The registered office of Genesco Inc. (the ?Corporation?) within the State of Tennessee shall be located at Genesco Park, 1415 Murfreesboro Road535 Marriott Drive, Nashville, Tennessee 372174. The Corporation may also have such other offices, including its principal office, at such places, within or without the

Second Amended and Restate Bylaws of Genesco Inc. Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed November 1, 2022 (File No. 1-3083).

EXHIBIT 3.1 GENESCO INC. Second AMENDED AND RESTATED BYLAWS ARTICLE I CORPORATE OFFICES The registered office of Genesco Inc. (the ?Corporation?) within the State of Tennessee shall be located at 535 Marriott Drive, Nashville, Tennessee 37214. The Corporation may also have such other offices, including its principal office, at such places, within or without the State of Tennessee, as the board of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): November 01, 2022 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended July 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of r

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 12 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 12)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

GENESCO INC. REPORTS FISCAL 2023 SECOND QUARTER RESULTS --Revenue and Operating Income Well Exceed Pre-Pandemic Levels-- --EPS Surpasses Expectations--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2023 SECOND QUARTER RESULTS -Revenue and Operating Income Well Exceed Pre-Pandemic Levels- -EPS Surpasses Expectations- Second Quarter Fiscal 2023 Financial Summary ? Net sales of $535 million, a decrease of 4% from last year and an increase of 10% over Q2FY20 ? Excluding the impact of lower exchange rates, net sales decreased 1% for Q2FY23 compared to Q2FY

Current Report

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): September 1, 2022 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Safe Harbor Statement This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings

Exhibit 99.2 FY23 Q2 GENESCO Summary Results September 1, 2022 Safe Harbor Statement This presentation contains forward-looking statements, including those regarding future sales, earnings, operating income, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures, ESG progress and all other statements not addressing solely historical fa

Current Report

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): June 24, 2022 (June 23, 2022) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended April 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name of

-- Profitability Exceeds Expectations -- -- Reaffirms Fiscal 2023 Outlook --

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2023 FIRST QUARTER RESULTS - Profitability Exceeds Expectations - - Reaffirms Fiscal 2023 Outlook - First Quarter Fiscal 2023 Financial Summary ? Net sales of $521 million, a decrease of 3% from last year and an increase of 5% over Q1FY20 with 90 fewer stores compared with three years ago ? Gross margin increased 50 basis points over last year ? GAAP operat

This release contains forward-looking statements, including those regarding future sales, earnings, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures and all other statements not add

FY23 Q1 GENESCO Summary Results May 26, 2022 Exhibit 99.2 This release contains forward-looking statements, including those regarding future sales, earnings, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, stores openings and closures and all other statements not addressing solely historical facts or present conditions. Forward- looking statements are usual

Current Report

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): May 26, 2022 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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 (Amendment No. )

Table of Contents 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 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 11 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 11)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

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 (Amendment No. )

Table of Contents 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 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 10 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEG

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 8)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 29, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc. (Exact name

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Names of Subsidiary(1) Place of Incorporation Flagg Bros.

Power of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors of Genesco Inc., a Tennessee corporation (?Genesco?), do hereby constitute and appoint Scott E. Becker and Parag D. Desai, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the An

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

GENESCO INC. REPORTS FISCAL 2022 FOURTH QUARTER

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2022 FOURTH QUARTER AND FULL YEAR RESULTS -Record EPS for Full Year, Exceeding Expectations- -Revenue and Earnings Exceed Pre-Pandemic Levels for Quarter and Year- -Repurchased over $80 Million in Stock in Fiscal 2022- Fourth Quarter Fiscal 2022 Financial Summary ? Net sales increased 14% from last year to $728 million ? Net sales increased 7% over the four

Current Report

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): March 10, 2022 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

This presentation contains forward-looking statements, including those regarding future sales, earnings, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures and all other statements not

March 10, 2022 FY22 Q4 GENESCO Summary Results Exhibit 99.2 This presentation contains forward-looking statements, including those regarding future sales, earnings, gross margins, expenses, capital expenditures, depreciation and amortization, tax rates, store openings and closures and all other statements not addressing solely historical facts or present conditions. Forward- looking statements are

GCO / Genesco Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Genesco Inc. Title of Class of Securities: Common Stock CUSIP Number: 371532102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

GCO / Genesco Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Genesco Inc (Name of Issuer) Common Stock (Title of Class of Securities) 371532102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

GENESCO ANNOUNCES $100 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION

Exhibit 99.1 GENESCO ANNOUNCES $100 MILLION INCREASE TO ITS SHARE REPURCHASE AUTHORIZATION NASHVILLE, Tenn., Feb. 7, 2022 - Genesco Inc. (NYSE: GCO) announced today that its board of directors has authorized a $100 million increase to its existing $100 million share repurchase authorization. Under Genesco?s existing $100 million share repurchase authorization announced in September 2019, the Compa

Financial Statements and Exhibits, Other Events

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 07, 2022 Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of January 28, 2022 by and among Genesco Inc., certain subsidiaries of Genesco Inc. party thereto, as Other Domestic Borrowers, GCO Canada Inc., Genesco (UK) Limited, the Lender party thereto and Bank of America, N.A., as Agent. Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed February 3, 2022. (File No. 1-3083).

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this ?Third Amendment?) dated as of January 28, 2022 by and among: GENESCO INC., a Tennessee corporation (the ?Lead Borrower?), GCO CANADA ULC (formerly, GCO Canada Inc.) a corporation continued under the laws of Alberta, as the Canadian Bo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 03, 2022(January 28, 2022) Genesco Inc. (Exact name of Registrant as Specified in Its Charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Com

GENESCO REPORTS FOURTH QUARTER-TO-DATE SALES --Fourth Quarter-to-Date Total Sales Increased 18% Year-Over-Year --Expects Fiscal 2022 Adjusted EPS Above the Midpoint of Most Recent Guidance Range-- --Participating in 2022 ICR Conference, January 10, 2

Exhibit 99.1 GENESCO REPORTS FOURTH QUARTER-TO-DATE SALES -Fourth Quarter-to-Date Total Sales Increased 18% Year-Over-Year -Expects Fiscal 2022 Adjusted EPS Above the Midpoint of Most Recent Guidance Range- -Participating in 2022 ICR Conference, January 10, 2022- NASHVILLE, Tenn., Jan. 10, 2022 ?Genesco Inc. (NYSE: GCO) announced today that total overall sales increased by 18% and 9% for the quart

Current Report

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): January 10, 2022 (January 10, 2022) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Com

Current Report

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): January 4, 2022 (January 4, 2022) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commi

GENESCO INC. TO PRESENT AT 2022 ICR CONFERENCE ON JANUARY 10, 2022

Exhibit 99.1 GENESCO INC. TO PRESENT AT 2022 ICR CONFERENCE ON JANUARY 10, 2022 NASHVILLE, Tenn., Jan. 4, 2022 - Genesco Inc. (NYSE: GCO) today announced that its management team will present at the 2022 ICR Conference on Monday, January 10, 2022. A webcast of the fireside chat presentation is scheduled to begin at 9:00 a.m. (Eastern time) and may be accessed through Genesco?s investor relations p

Second Amendment to the Third Amended and Restated EVA Incentive Compensation Plan of Genesco Inc. Incorporated by reference to Exhibit (10)a to the Company's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021. (File No. 1-3083).

Exhibit 10.a SECOND AMENDMENT TO THIRD AMENDED AND RESTATED EVA INCENTIVE COMPENSATION PLAN OF GENESCO INC. The Compensation Committee (the ?Committee?) of the Board of Directors of Genesco Inc. (the ?Company?) believes it is in the best interests of the Company?s shareholders to amend the EVA Plan in order to address changes to the EVA Plan deemed necessary as a result of the effects of the COVID

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended October 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco

Current Report

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): December 3, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

This presentation contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to sales, earnings, growth, returning capital to shareholders and all other statements not addressing

FY22 Q3 GENESCO December 3, 2021 Summary Results Exhibit 99.2 This presentation contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to sales, earnings, growth, returning capital to shareholders and all other statements not addressing solely historical facts or present conditions. Forward-looking statements are usually id

GENESCO INC. REPORTS FISCAL 2022 THIRD QUARTER RESULTS --Record Third Quarter EPS, Exceeding Expectations-- --Strong Back-to-School Season in U.S. and U.K.-- --Revenue and Earnings Continue to Exceed Pre-Pandemic Levels--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2022 THIRD QUARTER RESULTS -Record Third Quarter EPS, Exceeding Expectations- -Strong Back-to-School Season in U.S. and U.K.- -Revenue and Earnings Continue to Exceed Pre-Pandemic Levels- Third Quarter Fiscal 2022 Financial Summary ? Net sales increased 25% from last year to $601 million ? Net sales increased 12% over the third quarter two years ago ? GAAP

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 5)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

Current Report

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): October 21, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number

GENESCO NAMES TOM GEORGE CHIEF FINANCIAL OFFICER

Exhibit 99.1 GENESCO NAMES TOM GEORGE CHIEF FINANCIAL OFFICER NASHVILLE, Tenn., Oct. 21, 2021 ? Genesco Inc. (NYSE: GCO) today announced that Thomas A. George has been named senior vice president-finance and chief financial officer, effective October 20, 2021, elevating his role from the interim position he has held since December 2020. George is expected to serve in this position through at least

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended July 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc

Current Report

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): September 7, 2021 (September 7, 2021 ) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (

GENESCO TO PRESENT AT C.L. KING’S 19th ANNUAL BEST IDEAS CONFERENCE

Exhibit 99.1 GENESCO TO PRESENT AT C.L. KING?S 19th ANNUAL BEST IDEAS CONFERENCE NASHVILLE, Tenn., Sept. 7, 2021 - Genesco Inc. (NYSE: GCO) today announced that its management team will present at C.L. King?s 19th Annual Best Ideas Conference on Tuesday, September 14, 2021. A webcast of the virtual fireside chat presentation is scheduled to begin at 11:00 a.m. (Eastern time) and may be accessed th

Current Report

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): September 2, 2021 (September 2, 2021) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (C

This presentation contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to returning capital to shareholders and all other statements not addressing solely historical facts o

FY22 Q2 GENESCO September 2, 2021 Summary Results 1 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding the performance outlook for the Company, expectations with respect to returning capital to shareholders and all other statements not addressing solely historical facts or present conditions. Forward-looking statements are usually identified by or are ass

GENESCO INC. REPORTS FISCAL 2022 SECOND QUARTER RESULTS --Results Meaningfully Exceed Expectations— --Record Second Quarter EPS-- --Revenue and Earnings Accelerate and Continue to Exceed Pre-Pandemic Levels--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2022 SECOND QUARTER RESULTS -Results Meaningfully Exceed Expectations? -Record Second Quarter EPS- -Revenue and Earnings Accelerate and Continue to Exceed Pre-Pandemic Levels- Second Quarter Fiscal 2022 Financial Summary ? Net sales increased 42% from last year to $555 million ? Net sales increased 14% over the second quarter two years ago with stores open

Current Report

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): July 22, 2021 (July 20, 2021) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commissio

GCO / Genesco Inc. / Legion Partners Asset Management, LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 3)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $1.00 par value, of Genesco Inc., a Tennessee corporation. This Joint Filin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

EXHIBIT 99.1 - PRESENTATION

June 2021 Response to Company Presentation GCOForward www.GCOForward.comCONFIDENTIAL & PROPRIETARY 2 1 Genesco: “Delivering Shareholder Value Through Our Footwear Focused Strategy” Reality: This is not a strategy; it is a smokescreen for a poorly performing conglomerate comprised of underperforming footwear companies lacking in synergies CONFIDENTIAL & PROPRIETARY 3 1 Genesco’s Misleading ClaimsCO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

EXHIBIT 99.1 - INVESTOR PRESENTATION

June 2021 www.GCOForward.com GCOForwardCONFIDENTIAL & PROPRIETARY FY refers to fiscal year (FY 20 is the year ended February 1 st , 2020) Table of Contents 2 1 Executive Summary 2 2 Case for Change 35 3 Governance and Compensation Issues 92 4 Legion’s Highly Qualified Nominees 119 5 Value Creation Ideas 131 6 Appendix 170CONFIDENTIAL & PROPRIETARY Section 3 1 Legion Partners • High-quality busines

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

EXHIBIT 99.1 - SHAREHOLDER LETTER, DATED JUNE 7, 2021

First Amendment to the Third Amended and Restated EVA Incentive Compensation Plan of Genesco Inc. Incorporated by reference to Exhibit (10)a to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 2021. (File No. 1-3083).

Exhibit 10.a FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EVA INCENTIVE COMPENSATION PLAN OF GENESCO INC. The Compensation Committee (the ?Committee?) of the Board of Directors of Genesco Inc. (the ?Company?) believes it is in the best interests of the Company?s shareholders to amend the EVA Plan in order to address changes to the EVA Plan deemed necessary as a result of the extraordinary effects

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended May 1, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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 (Amendment No. )

Table of Contents 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 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212) 403 -1000 FACSIMILE: (212) 403 -2000

CORRESP 1 filename1.htm MARTIN LIPTON HERBERT M. WACHTELL THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MARC WOLINSKY STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH RALPH M. LEVENE RICHARD G. MASON DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File

GENESCO INC. REPORTS FISCAL 2022 FIRST QUARTER RESULTS --Results Meaningfully Exceed Expectations-- --Revenue and Earnings Above Pre-Pandemic Levels-- --Record First Quarter Digital Revenue--

Exhibit 99.1 GENESCO INC. REPORTS FISCAL 2022 FIRST QUARTER RESULTS -Results Meaningfully Exceed Expectations- -Revenue and Earnings Above Pre-Pandemic Levels- -Record First Quarter Digital Revenue- First Quarter Fiscal 2022 Financial Summary ? Net sales increased 93% from last year to $539 million ? Net sales increased 9% over the first quarter two years ago with stores open about 90% of days ? G

Current Report

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): May 27, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

This presentation contains forward-looking statements, including those regarding the performance outlook for the Company and all other statements not addressing solely historical facts or present conditions. Forward- looking statements are usually id

FY22 Q1 GENESCO May 27, 2021 Summary Results 1 Exhibit 99.2 This presentation contains forward-looking statements, including those regarding the performance outlook for the Company and all other statements not addressing solely historical facts or present conditions. Forward- looking statements are usually identified by or are associated with such words as ?intend,? ?expect,? ?believe,? ?anticipat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)1 Genesco Inc. (Name

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

GENESCO STRENGTHENS BOARD WITH APPOINTMENTS OF THREE NEW INDEPENDENT DIRECTORS

Exhibit 99.1 GENESCO STRENGTHENS BOARD WITH APPOINTMENTS OF THREE NEW INDEPENDENT DIRECTORS ? Angel Martinez, Former Chairman and CEO of Deckers Brands; Mary Meixelsperger, CFO of Valvoline and Former CFO of DSW; and Greg Sandfort, Former CEO of Tractor Supply Company, Join Genesco?s Board ? Directors Kathleen Mason and Marty Dickens to Retire ? Changes Reflect Genesco?s Commitment to Ongoing Boar

PRELIMINARY COPY - SUBJECT TO COMPLETION - DATED MAY 21, 2021 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 (Amendment No. )

Table of Contents PRELIMINARY COPY - SUBJECT TO COMPLETION - DATED MAY 21, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): May 21, 2021 (May 20, 2021) GENES

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): May 21, 2021 (May 20, 2021) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 21, 2021 (May 20, 2021) GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or other jurisdiction of incorporation) (Commission

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

PARAG DESAI NAMED CHIEF STRATEGY AND DIGITAL OFFICER AT GENESCO

Exhibit 99.1 For Immediate Release Media Contact: Claire McCall 615-367-8283 PARAG DESAI NAMED CHIEF STRATEGY AND DIGITAL OFFICER AT GENESCO NASHVILLE, Tenn., May 12, 2021- Nashville-based Genesco Inc. (NYSE: GCO) announced that Parag Desai has been named Genesco?s senior vice president - chief strategy and digital officer. He previously served as senior vice president, strategy, and shared servic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 12, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- DEFA14A

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 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confid

POWER OF ATTORNEY

Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Raymond White and Christopher S. Kiper, or either of them, the undersigned?s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned?s beneficial ownership of, or participation in a group with respect to, securities of Genesco Inc., a Tennessee

JOINDER AGREEMENT

Exhibit 99.2 JOINDER AGREEMENT This JOINDER AGREEMENT (the ?Joinder?) is dated as of April 22, 2021 by and among Legion Partners Holdings, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Christopher S. Kiper and Raymond White (collectively, ?Legion Partners?), Marjorie L. Bowen, Thomas M. Kibarian, Margenett Moore-Roberts, Dawn H

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

LEGION PARTNERS HOLDINGS, LLC 12121 Wilshire Blvd, Suite 1240 Los Angeles, CA 90025

Exhibit 99.1 LEGION PARTNERS HOLDINGS, LLC 12121 Wilshire Blvd, Suite 1240 Los Angeles, CA 90025 April 22, 2021 Re: Genesco Inc. Dear Eugene: Thank you for agreeing to serve as a nominee for election to the Board of Directors of Genesco Inc., a Tennessee corporation (the ?Company?), in connection with the proxy solicitation that Legion Partners Holdings, LLC and certain of its affiliates (collecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- DEFA14A

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Other Events

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): April 19, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

- DEFA14A

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): April 19, 2021 GENESCO INC. (Exact name of registrant as specified in its charter) Tennessee 1-3083 62-0211340 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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Exhibit 99.1 Sara Eisen: Courtney. Courtney Reagan: Hi, Sarah. So, Genesco is Legion Partners' latest campaign, pushing the stock up more than 4% today. Legion currently owns 5.6% of the footwear retailer. Legion is nominating seven directors to the board, five of which are women, and Legion wants current CEO Mimi Vaughn to stay. This is Legion's second investment in Genesco in recent years. In 20

Group Agreement

Exhibit 99.4 GROUP AGREEMENT WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Genesco Inc., a Tennessee corporation (the ?Company?); WHEREAS, Legion Partners Holdings, LLC, a Delaware limited liability company (?Legion Holdings?), Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners, L.P. II, a Delaware limited partnership, Legion Partners, LLC, a

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Press Release

Exhibit 99.1 Legion Partners Nominates Seven Highly-Qualified, Independent Candidates for Election to Genesco’s Board Issues Letter to Shareholders that Details the Case for Meaningful Boardroom Change and Highlights how Transforming Genesco into a Stronger, More Focused Company Can Unlock Significant Value Seeks to Hold the Board Accountable for Presiding over Years of Chronic Underperformance, D

- DEFA14A

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 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Shareholder Letter

Exhibit 99.2 April 12, 2021, 2021 Dear Fellow Shareholders, Legion Partners Asset Management, LLC (together with its affiliates, ?Legion Partners? or ?we?) is a top five shareholder of Genesco Inc. (NYSE: GCO) (?Genesco? or the ?Company?), with a beneficial ownership position of approximately 5.6% of the Company?s outstanding shares. It is important to note that Legion Partners has invested in Gen

The Board Has Presided Over Long-Term Share Price Underperformance

Exhibit 99.2 April 12, 2021, 2021 Dear Fellow Shareholders, Legion Partners Asset Management, LLC (together with its affiliates, ?Legion Partners? or ?we?) is a top five shareholder of Genesco Inc. (NYSE: GCO) (?Genesco? or the ?Company?), with a beneficial ownership position of approximately 5.6% of the Company?s outstanding shares. It is important to note that Legion Partners has invested in Gen

Form of Indemnification Agreement

Exhibit 99.3 LEGION PARTNERS HOLDINGS, LLC 12121 Wilshire Blvd, Suite 1240 Los Angeles, CA 90025 April , 2021 Re: Genesco Inc. Dear : Thank you for agreeing to serve as a nominee for election to the Board of Directors of Genesco Inc., a Tennessee corporation (the “Company”), in connection with the proxy solicitation that Legion Partners Holdings, LLC and certain of its affiliates (collectively, “L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Ge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Genesco Inc. (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 371532102 (CUSIP Number) CHRISTOPHER S. KIPER LEGIO

Form of Power of Attorney

Exhibit 99.5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Raymond White and Christopher S. Kiper, or either of them, the undersigned?s true and lawful attorneys-in-fact to take any and all action in connection with (i) the undersigned?s beneficial ownership of, or participation in a group with respect to, securities of Genesco Inc., a Tennessee

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 1-3083 Genesco

Power of Attorney

Exhibit 24 POWER OF ATTORNEY The undersigned directors of Genesco Inc., a Tennessee corporation (?Genesco?), do hereby constitute and appoint Scott E. Becker and Parag D. Desai, and any one of them, to act severally as attorneys-in-fact for and in their respective names, places and steads, with full power of substitution, to execute, sign and file with the Securities and Exchange Commission the An

Amendment to Asset Purchase Agreement dated September 30, 2020, by and among Genesco Brands NY, LLC, Togast LLC, Togast Direct, LLC, TGB Design, LLC, Quanzhou TGB Footwear Co. Ltd and Anthony LoConte. Incorporated by reference to Exhibit (2)c to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2021 (File No. 1-3083).

Exhibit (2)c AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (this ?Amendment?), dated and effective as of December 28, 2020, is made and entered into by and among Genesco Brands NY, LLC, a Delaware limited liability company (?Purchaser?), each of Togast LLC, a Delaware limited liability company (?Togast?), Togast Direct, LLC, a New York limited liabili

Subsidiaries of the Company

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Company: Names of Subsidiary(1) Place of Incorporation Flagg Bros.