Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
July 01 2021 - 5:28PM
Edgar (US Regulatory)
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
|
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
☐
|
Definitive Proxy Statement
|
|
☒
|
Definitive Additional Materials
|
|
☐
|
Soliciting Material Under Rule 14a-12
|
GENESCO INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
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
RAYMOND T. WHITE
MARJORIE L. BOWEN
MARGENETT MOORE-ROBERTS
DAWN H. ROBERTSON
HOBART P. SICHEL
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
☐
|
Fee paid previously with preliminary materials:
|
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
|
(1)
|
Amount previously paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
Legion Partners Holdings,
LLC, a Delaware limited liability company (“Legion Partners Holdings”), together with the other participants named herein
(collectively, “Legion”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and
Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees
at the 2021 annual meeting of shareholders of Genesco Inc., a Tennessee corporation (the “Company”).
Item 1: On July 1, 2021,
Legion issued the following press release:
Legion Partners Reinforces the Need for Additional Board
Change at Genesco Following the Company’s Latest Attempt to Distract and Mislead Shareholders
LOS ANGELES--(BUSINESS WIRE)--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 the below statement in an effort to address the Company’s July 1st press
release and focus shareholders’ attention on the need for boardroom change. Legion Partners is seeking to elect four highly-qualified
and independent candidates – 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 upcoming Annual Meeting of Shareholders (the “Annual Meeting”)
on July 20, 2021. Learn about how to vote on the WHITE proxy card by visiting www.GCOForward.com.
Chris Kiper and Ted White, Legion Partners’ Managing
Directors, commented:
“We urge our fellow shareholders to see through
the smoke screen that Genesco is trying to create as this contest enters the home stretch. Rather than acknowledge the Company’s
many years of underperformance and commit to enacting long-overdue governance enhancements and necessary operational improvements, the
current Board is trying to divert attention away from substantive issues by disseminating an array of self-serving misrepresentations.
The reality is that Legion Partners sought to engage
in good faith with Genesco prior to publicly announcing our nominations and we made multiple attempts to reach a settlement for one designee,
provided that twenty-year director Matthew C. Diamond step down in 2022. In addition, we have worked with our nominees to share thoughtful,
value-enhancing ideas pertaining to capital allocation, governance practices, operations, e-commerce and marketing, the supply chain and
Genesco’s ideal areas of focus. We believe the current Board has continually impugned its credibility by stating we have
not engaged to avert an election contest and we have not set forth a clear potential strategy. The incumbents are spending $8.5 million
of shareholders’ resources on external advisors in order to craft and promote these distortions, representing a blatant misallocation
of capital.
The current Board’s second press release today,
which includes seemingly absurd arguments about Genesco’s share price movements, may be the most damning instance of its apparent
desperation. The fact is Genesco’s shares have been appreciating over the course of the past several months as the pandemic
has eased. We suspect Genesco’s most recent share price appreciation is largely the result of shareholders anticipating more boardroom
changes and expressing enthusiasm for our slate’s vision for reversing years of underperformance.
In our view, shareholders should simply be focused
on answering the following question at this point in time: Is change needed in Genesco’s highly interconnected boardroom and
are our expert nominees the right change agents? We believe change is clearly needed based on the following:
|
·
|
Chronic Underperformance - The Company
has dramatically underperformed relative to its peers and relevant indices over an array of time horizons. We suspect long-term shareholders
are well aware that a dollar invested in Genesco a decade ago has barely appreciated and that a dollar invested five years ago is actually
worth less today. This is because Genesco’s management is not executing a winning strategy.
|
|
·
|
Concerning Corporate Governance -
We believe the Company has exhibited a fundamental disregard for sound corporate governance by keeping stale directors in place, maintaining
a combined Chairman and Chief Executive Officer position, and sustaining a misaligned executive compensation program supported by a flawed
conglomerate structure. Although the Company has unveiled a newfound interest in environmental, social and governance (“ESG”)
principles following our nomination, we have exposed this as a reactionary ploy and our nominees have outlined much more specific initiatives.
|
|
·
|
Considerable Interlocks Among Insiders -
The Board has been consistently comprised of individuals with direct connections to other directors and Company executives, creating an
apparent lack of independent and diverse perspectives. This is especially glaring when considering that McKinsey veteran Joanna Barsh,
who is currently Chair of Genesco’s Compensation Committee, has presided over millions of dollars in pay to her fellow McKinsey
alumni.
|
|
·
|
Deep Undervaluation - The Company’s
shares have traded at a persistent discount to both footwear retailers and footwear brands for years, signaling to us the chilling effect
of the Company’s existing value-destroying conglomerate structure.
|
|
·
|
Neglect for the Core Business - Journeys,
which is the Company’s largest segment, has been substantially under-managed for years based on a review of management’s inaction
and inability to implement modern retailing practices.
|
|
·
|
Bloated Costs - Costs have remained
elevated at excessive levels even as margins have shrunk and while there have been years of promises about cost cuts, selling, general
and administrative costs are well above peers.
|
|
·
|
Illusory Synergies - The Company’s
underlying footwear businesses have weak synergies and low strategic value to one another, as evidenced by years of operating margins
below peers.
|
|
·
|
Seemingly Misleading Attacks on Our Nominees -
The Company’s June 18th letter includes disingenuous side-by-side comparisons of the incumbents versus our nominees.
We believe it impugns the Board’s credibility for it to mischaracterize our nominees’ backgrounds and omit important details
pertaining to their successful track records.
|
We firmly believe our nominees are the right individuals
to address these issues and help Genesco transform into a footwear business that thrives in the highly-competitive, increasingly-digital
retail environment:
|
·
|
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 the 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 leader 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 President of Macys.com, she led the development, launch and
growth of its e-commerce sales. As President of Old Navy, she drove significant sales and improved EBITDA, including strong e-commerce
performance. This is exactly the type of experience Genesco’s brands need given the large younger customer shift to digital.
|
|
·
|
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.
|
We believe when all the facts and nominee qualifications
are objectively assessed, it will be clear that our director candidates are best suited to build a stronger Genesco inside and outside
of the boardroom.”
***
Please
visit www.GCOForward.com to view
important materials.
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.
Contacts
For Investors:
Kingsdale Advisors
Michael Fein / Lydia Mulyk, 646-651-1640
mfein@kingsdaleadvisors.com / lmulyk@kingsdaleadvisors.com
For Media:
MKA
Greg Marose / Bela Kirpalani, 646-386-0091
gmarose@mkacomms.com / bkirpalani@mkacomms.com
###
Item 2: Also on July
1, 2021, the following statements by Christopher Kiper, Co-Founder and Managing Director of Legion Partners Holdings, relating to the
Company, from “Genesco seeks to ‘set the record straight’ as proxy fight with activist investor escalates”
were published by Nashville Business Journal:
Legion co-founder Chris Kiper said Legion reinitiated
its investment in Genesco in early 2021 to improve the company’s operations and revenue.
“We didn’t feel enough change would happen
without significant board change.”
Kiper said Legion wants to use its nominees to help
increase Genesco’s earnings per share to $13 and improve Journeys, a Genesco brand, by implementing what he called more modern retailing
practices.
Item 3: Also on July
1, 2021, Legion uploaded the following materials to https://www.gcoforward.com:
Item 4: Also on July 1,
2021, Legion uploaded the following materials to https://legionpartners.com/articles:
Genesco (NYSE:GCO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Genesco (NYSE:GCO)
Historical Stock Chart
From Apr 2023 to Apr 2024