ITEM 5.07. Submission of Matters to Vote of Security Holders.

The Genesco Inc. 2021 Annual Meeting of Shareholders was held on July 20, 2021. On July 21, 2021, First Coast Results, Inc., the inspector of election for the Annual Meeting, delivered its certification of final voting results for the Annual Meeting to the Company. The final voting results reflect that a total of 13,884,599 shares of the Company's common stock and Employees' Subordinated Convertible Preferred Stock, out of a total of 14,984,299 shares outstanding and entitled to vote at June 28, 2021, the record date, were present in person or represented by proxies at the Annual Meeting, and that the results for each proposal presented to the shareholders at the Annual Meeting are as set forth below.



1. Election to the Board of Directors of nine of the following 13 director
nominees:



Nominee                        For       Withheld
Joanna Barsh*               10,115,362    44,867
Matthew C. Diamond*         10,051,200    109,029
John F. Lambros*            13,627,173    66,574
Thurgood Marshall, Jr.*     10,132,611    27,618
Angel R. Martinez*          13,667,067    26,680
Kevin P. McDermott*         10,136,706    23,523
Mary E. Meixelsperger*      13,668,211    25,536
Gregory A. Sandfort*        13,627,703    66,044
Mimi E. Vaughn*             13,583,083    110,664
Marjorie L. Bowen**         2,232,753    1,300,765
Margenett Moore-Roberts**   2,232,053    1,301,465
Dawn H. Robertson**         3,531,268      2,250
Hobart P. Sichel**          3,141,650     391,868




* Company nominees


** Legion nominees

The following nine directors were elected at the Annual Meeting: Joanna Barsh, Matthew C. Diamond, John F. Lambros, Thurgood Marshall, Jr., Angel R. Martinez, Kevin P. McDermott, Mary E. Meixelsperger, Gregory A. Sandfort and Mimi E. Vaughn.

2. Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers as disclosed in the Company's 2021 proxy statement:





   For        Against    Abstain
12,176,242   1,451,667   65,838

3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's current fiscal year.





   For       Against   Abstain
13,605,441   272,204    6,954

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