NASHVILLE, Tenn. — April 25, 2018 — Genesco Inc. announced today that it has entered into an agreement with Legion Partners Asset Management LLC and 4010 Capital LLC and certain of their affiliates. The Investor Group beneficially owns approximately 5.3 percent of the company’s outstanding common stock.
Pursuant to the cooperation agreement, the company has agreed to increase the size of the Board by two directors and immediately appoint two new independent directors, Marjorie L. Bowen and Joshua E. Schechter, to the company’s Board of Directors. The company has also agreed to nominate Bowen and Schechter at the company’s 2018 annual meeting of shareholders and appoint Bowen and Schechter to the Board’s Strategic Alternatives Committee. The Strategic Alternatives Committee will undertake an updated review of strategic alternatives. The Board has agreed to consider in good faith and with the advice of its financial advisors returning all or a substantial portion of the net proceeds from the sale of Lids Sports Group to shareholders, including through share repurchases and/or a special dividend. The company has also agreed to reduce the size of the Board by one director at the 2018 annual meeting of shareholders so that immediately following the 2018 annual meeting of shareholders, the Board will be fixed at 11 directors.
In addition, pursuant to the cooperation agreement, the Investor Group has agreed to vote its shares in support of any director nominated and recommended by the Board at the company’s 2018 annual meeting of shareholders, in addition to certain customary standstill provisions and other voting agreements. The Investor Group has also agreed to certain non-disparagement obligations.
“We are pleased to welcome Marjorie and Josh to the Company’s Board,” said Robert J. Dennis, Chairman, president and CEO, Genesco Inc. “We look forward to working together as we advance our goal of enhancing shareholder value.”
“We are pleased to have reached this agreement with Genesco,” said Chris Kiper, managing director of Legion Partners Asset Management. “We believe that Marjorie and Josh will work collaboratively with the other directors to reduce the discount that we believe currently exists between the company’s intrinsic value and market price.”
Posted April 26, 2018
Source: Genesco Inc.