Legion Partners Releases Presentation to Rebut Genesco’s Distortions & Reinforce the Need to Replace Four Long-Tenured Dire...
June 28 2021 - 7:00AM
Business Wire
Asserts 20-Year Director Matthew C. Diamond
has Presided Over Immense Underperformance While Failing to Advance
Shareholders’ Interests When Serving as Chair of the Compensation
Committee and Chair of the Nominating and Governance
Committee
Believes Long-Serving Director Thurgood
Marshall, Jr. is Unfit for Board Service Given his History of
Business Ties to the Company, Insufficient Industry Experience and
Record of Receiving Four Consecutive ISS Withhold Recommendations
in Connection With Material Governance Failures at Another
Company
Contends Long-Serving Director Joanna Barsh
Lacks Modern Retail Experience and is Presiding Over a Deeply
Flawed Executive Compensation Structure That Generously Rewards Her
Fellow McKinsey Alumni
Underscores That Director Kevin P. McDermott
Lacks Retail Experience and Maintains Concerning Interlocks With
Current and Former Genesco Directors and Executives
Urges Shareholders to Vote on the
WHITE Proxy Card to Elect Legion
Partners’ Four Highly-Qualified and Independent Director
Candidates, Who Collectively Possess the Skills and Vision to
Achieve Efficiencies, Drive Meaningful Growth and Establish
Value-Enhancing Stakeholder Relationships
Legion Partners Asset Management, LLC (together with its
affiliates, “Legion Partners” or “we”), which collectively with the
other participants in its solicitation beneficially owns
approximately 5.9% of the outstanding common shares of Genesco,
Inc. (NYSE: GCO) (“Genesco” or the “Company”), today issued a new
presentation that addresses the apparent distortions and
misrepresentations included in the materials released by the
Company on June 23, 2021. Visit www.GCOForward.com to learn more
about Legion Partners’ campaign to elect four highly-qualified
individuals – Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H.
Robertson and Hobart P. Sichel – to Genesco’s nine-member Board of
Directors (the “Board”) at the Company’s Annual Meeting of
Shareholders on July 20, 2021.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210628005248/en/
Chris Kiper and Ted White, Legion Partners’ Managing Directors,
commented:
“In our view, Genesco’s disingenuous and misleading presentation
validates our case for urgent change in the Company’s
highly-interconnected boardroom. It is clear to us that the current
Board wants to rely on cherry-picked short-term performance data,
reactionary governance maneuvers and outright mischaracterizations
related to our engagement and nominees in order to try to secure
shareholder support. We urge shareholders to see through this
smokescreen and instead focus on what has transpired for years
under the four directors we are seeking to remove:
- Matthew C. Diamond - Throughout his 20 years on the
Board, Mr. Diamond has presided over excessive executive
compensation, sustained underperformance and very questionable
corporate governance decisions such as the renomination of
directors with clear interlocks to insiders. By the standards set
by leading independent proxy advisory firms, Mr. Diamond is an
extremely stale and over-tenured Board member. We contend his
two-decade tenure compromises his independence and see no
compelling case for keeping him as a director.
- Thurgood Marshall, Jr. - In addition to presiding over
significant share price underperformance during his nine-year
tenure on Genesco’s Board, Mr. Marshall has no prior relevant
retail or footwear experience and a documented history of flouting
corporate governance best practices. Notably, a leading independent
proxy advisory firm recommended shareholders of CoreCivic, Inc.
withhold votes for Mr. Marshall for four straight years – from 2017
to 2020 – citing material governance failures. We question how the
current Board could appoint Mr. Marshall as Chair of Genesco’s ESG
Subcommittee and tout his purported governance expertise when he is
a member of the Nominating and Governance Committee at CoreCivic,
Inc., which places material restrictions on shareholders’ ability
to amend bylaws.
- Joanna Barsh - We believe Ms. Barsh, who has presided
over persistent share price underperformance during her lengthy
tenure, bears responsibility for the Company’s misaligned executive
compensation structure and its commitment to a broken conglomerate
model. Notably, Ms. Barsh (a long-time McKinsey consultant) is a
long-serving member and now the Chair of the Compensation
Committee, which has rubberstamped millions of dollars of payments
to Mimi Vaughn, Parag Desai and Robert Dennis (all McKinsey alumni)
during a period of extended underperformance at Genesco.
- Kevin P. McDermott - We believe Mr. McDermott, who has
presided over sizable share price underperformance during his
five-year tenure on Genesco’s Board, has no relevant retail or
footwear experience and is perpetuating the culture of concerning
interlocks at the Company. Notably, Mr. McDermott was recently the
Chief Audit Executive at Pinnacle Financial Partners (NASDAQ:
PNFP), where Marty Dickens (a current Genesco director) is a Board
member.
Given the rapid changes occurring in the retail and footwear
industries, we believe Genesco needs energized, engaged and expert
directors with the vision to pursue efficiencies, growth and
value-enhancing stakeholder engagement. We believe our nominees
would be the right directors at the right time:
- Marjorie L. Bowen - In addition to possessing
considerable capital markets expertise and corporate governance
acumen, Ms. Bowen has a proven record of applying her experience to
deliver value-enhancing outcomes for Genesco shareholders. When Ms.
Bowen was a Genesco director in 2018, she applied her capital
markets background and transaction experience to the Company’s
strategic alternatives process – which resulted in the sale of the
non-synergistic Lids business and provided a runway for
value-enhancing share repurchases. This experience would be
invaluable if the Board were to consider new ways to refine the
Company’s costly and cumbersome conglomerate model.
- Margenett Moore-Roberts - We believe Ms.
Moore-Roberts possesses a rare blend of customer engagement,
digital marketing, ESG and DEI experience and a vision for helping
Genesco develop value-generating relationships with key
stakeholders, including younger and socially-engaged consumers.
When Ms. Moore-Roberts served as Vice President and Global Head of
Inclusive Diversity at Yahoo!, she established the company’s first
Office of Inclusive Diversity and a global Center of Excellence.
She oversaw implementation of a number of policies and procedures
that filtered into business lines and operations during a period of
strong top-line growth at Yahoo!.
- Dawn H. Robertson - Ms. Robertson is a proven retail
operator with deep experience across merchandising, marketing,
e-commerce and operations from her time at companies such as Old
Navy, OCM, May Dept Stores and Macy’s. When Ms. Robertson was an
executive at Macy’s, she played a leading role in establishing the
company’s e-commerce presence and growing online sales. She played
a similar role helping Old Navy bolster its online sales strategies
during a period of revenue and earnings growth. This is exactly the
type of experience Genesco’s brands need given the shift toward
digital purchasing among younger customers.
- Hobart P. Sichel - Mr. Sichel has the analytical
background of a retail-focused consultant and the practical
experience of a highly-successful operator, positioning him to help
Genesco find operational efficiencies while still targeting growth
at the operating brand level. Mr. Sichel previously worked at
Burlington Stores from 2011 to 2019, where he served as Executive
Vice President and Chief Marketing Officer. He was a key member of
the leadership team that turned the business around and ignited
sales growth prior to an initial public offering. He has the ideal
background for helping Genesco identify efficiencies while still
pursuing growth – especially e-commerce growth – during a
transformation period.
After comparing the incumbents to our expert nominees, we
believe the choice should be clear. Our slate has the capabilities
and drive to help transform Genesco into a leader in the modern
retail environment and deliver enduring value for
shareholders.”
***
Please visit www.GCOForward.com to view
important materials, including our recently issued rebuttal
presentation.
If you have any questions or require
assistance as you consider how to vote, please contact Legion
Partners’ proxy solicitor Kingsdale Advisors at
GCO@kingsdaleadvisors.com.
***
About Legion Partners
Legion Partners is a value-oriented investment manager based in
Los Angeles, with a satellite office in Sacramento, California.
Legion Partners seeks to invest in high-quality businesses that are
temporarily trading at a discount, utilizing deep fundamental
research and long-term shareholder engagement. Legion Partners
manages a concentrated portfolio of North American small-cap
equities on behalf of some of the world’s largest institutional and
high-net-worth investors. Learn more at www.LegionPartners.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210628005248/en/
For Investors: Kingsdale Advisors Michael Fein / Lydia Mulyk,
646-651-1640 mfein@kingsdaleadvisors.com /
lmulyk@kingsdaleadvisors.com
For Media: Profile Charlotte Kiaie / Bela Kirpalani,
347-343-2999 ckiaie@profileadvisors.com /
bkirpalani@profileadvisors.com
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