Summary of GENESCO INC - Yahoo! Finance

ITEM 5.07. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

The Annual Shareholders' Meeting of Genesco Inc. (the "Company") was held on June 27, 2012, at the Company's corporate headquarters in Genesco Park, Nashville, Tennessee. Shares representing a total of 24,610,033 votes were outstanding and entitled to vote. At that meeting, the Company's shareholders voted on the matters set forth below.

Election of Directors

The Company's shareholders elected all nine persons nominated for election as
directors until the next annual meeting of the shareholders and until their
successors are elected and qualified as set forth in the Company's proxy
statement dated May 14, 2012. The following table sets forth the vote of the
shareholders at the meeting with respect to the election of directors:



                                                                       Broker
                                                                        Non-
         Nominee                        For           Withheld          Votes
         James S. Beard               20,259,266       1,058,449       1,551,896
         Leonard L. Berry             19,842,088       1,475,627       1,551,896
         William F. Blaufuss, Jr.     20,266,142       1,051,573       1,551,896
         James W. Bradford            19,988,141       1,329,574       1,551,896
         Robert J. Dennis             20,071,430       1,246,285       1,551,896
         Matthew C. Diamond           20,070,755       1,246,960       1,551,896
         Marty G. Dickens             20,087,266       1,230,449       1,551,896
         Thurgood Marshall, Jr.       21,115,300         202,415       1,551,896
         Kathleen Mason               19,849,004       1,468,711       1,551,896

Non-Binding, Advisory Vote on the Company's Executive Compensation

The Company's shareholders voted upon a non-binding, advisory proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Shareholders' meeting. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 19,892,775 1,405,096 19,845 1,551,896

Ratification of Independent Accountants

The Company's shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows:

For Against Abstain 21,917,701 935,170 16,741