GENESCO INC — Proxy Solicitation & Information Statement 2014

May 15, 2014

DEFA14A 1 d31377.htm DEFA14A HTML PUBLIC "-//W3C//DTD HTML 3.2 Final//EN"

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
[X] | | | |
| --- | --- | --- | --- |
| Filed by a Party other than
the Registrant [ ] | | | |
| Check the appropriate
box: | | | |
| [ ] | Preliminary Proxy
Statement | [ ] | Soliciting Material Under Rule
14a-12 |
| [ ] | Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| [ ] | Definitive Proxy
Statement | | |
| [X] | Definitive Additional
Materials | | |

| Genesco Inc. |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) 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: |
| | 5) | Total fee
paid: |
| [
] | 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.: |
| | 3) | Filing Party: |
| | 4) | Date Filed: |

IMPORTANT ANNUAL MEETING INFORMATION

●
Go to www.envisionreports.com/GCOB Or scan the QR code with your smartphone Follow the steps outlined on the secure
website

Shareholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the Genesco Inc. Annual Meeting to be Held on June 26, 2014

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

www.envisionreports.com/GCOB

Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/GCOB to view the materials. Step 2: Click on Cast Your Vote or Request Materials . Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

*When you go online, you can also consent to receive electronic delivery of future materials.*

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before June 16, 2014 to facilitate timely delivery.

01U1QA

Field: Page; Sequence: 1

Field: /Page

Shareholder Meeting Notice

Genesco’s Annual Meeting of Shareholders will be held on June 26, 2014 at the Company’s offices located at 1415 Murfreesboro Road, Nashville, Tennessee 37217, at 10:00 a.m. Central Time. Directions to the annual meeting can be found on the Company’s website, www.genesco.com, under the tab “About Genesco -- Corporate Headquarters.”

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR Proposals 1, 2 and 3:

| 1. | Election
of Directors: Joanna Barsh James S.
Beard Leonard L.
Berry William F. Blaufuss,
Jr. James W.
Bradford Robert J.
Dennis Matthew C.
Diamond Marty G.
Dickens Thurgood Marshall,
Jr. Kathleen Mason |
| --- | --- |
| 2. | Say on Pay - an advisory vote on the approval
of executive compensation. |
| 3. | Ratification of Independent Registered Public
Accounting Firm. |

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

●
®	Internet – Go to www.envisionreports.com/GCOB . Click Cast Your Vote or Request Materials. Follow the
instructions to log in and order a paper or email copy of the current
meeting materials and submit your preference for email or paper delivery
of future meeting materials.
®	Telephone – Call us free of
charge at 1-866-641-4276 using a touch-tone phone and follow the
instructions to log in and order a paper copy of the materials by mail for
the current meeting. You can also submit a preference to receive a paper
copy for future meetings.
®	Email – Send email to
investorvote@computershare.com with “Proxy Materials Genesco Inc.” in the
subject line. Include in the message your full name and address, plus the
number located in the shaded bar on the reverse, and state in the email
that you want a paper copy of current meeting materials. You can also
state your preference to receive a paper copy for future
meetings.
	To facilitate timely delivery, all
requests for a paper copy of the proxy materials must be received by June 16, 2014.

Field: Page; Sequence: 2; Options: Last

Field: /Page

01U1QA