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GCO > SEC Filings for GCO > Form 8-K on 2-Jul-2013All Recent SEC Filings

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Form 8-K for GENESCO INC


2-Jul-2013

Submission of Matters to a Vote of Security Holders


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, 2013, at the Company's corporate headquarters in Genesco Park, Nashville, Tennessee. Shares representing a total of 24,121,453 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 15, 2013. The following table sets forth the vote of the
shareholders at the meeting with respect to the election of directors:


                                                        Broker
Nominee                        For        Withheld     Non-Votes
James S. Beard             16,285,998    5,134,078     1,197,054
Leonard L. Berry           16,263,699    5,156,377     1,197,054
William F. Blaufuss, Jr.   16,284,072    5,136,004     1,197,054
James W. Bradford          16,064,112    5,355,964     1,197,054
Robert J. Dennis           16,157,572    5,262,504     1,197,054
Matthew C. Diamond         16,286,632    5,133,444     1,197,054
Marty G. Dickens           16,263,308    5,156,768     1,197,054
Thurgood Marshall, Jr.     16,263,157    5,156,919     1,197,054
Kathleen Mason             16,285,820    5,134,256     1,197,054

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 20,738,476 643,609 38,091 1,197,054


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
22,314,494 281,571 21,165


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