{"url_path":"/sec/gco/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/18498/0001193125-26-251478-index.html","accession_number":"0001193125-26-251478","cik":"0000018498","ticker":"GCO","issuer_name":"GENESCO INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/18498/0001193125-26-251478-index.html","primary_entity_key":"0000018498","primary_entity_name":"GENESCO INC"},"word_count":1428,"has_tables":true,"body_markdown":"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS\n\nPrincipal Shareholders\n\nThe following table sets forth the ownership, as known to the Company as of May 18, 2026, according to the most recent filings of Forms 4 and Schedules 13G and 13D and amendments thereto, as applicable, by the beneficial owners which own beneficially more than 5% of the Company’s common stock. Percentages are calculated based on 11,103,175 outstanding shares as of May 18, 2026. None of such persons owns any equity securities of the Company other than common stock.\n\nName and Address of Beneficial Owner\n\n \n\nAmount\nand Nature\nof Beneficial\nOwnership\n\n \n\nPercent of\nClass\n\nPzena Investment Management, LLC (1)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n320 Park Avenue, 8th Floor\nNew York, New York 10022\n\n \n\n \n\n1,100,898\n\n \n\n \n\n \n\n \n\n9.9\n\n%\n\n \n\nBradley L. Radoff, Jumana Capital Investments and Christopher R. Martin (2)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBradley L. Radoff\n2727 Kirby Drive, Unit 29L\nHouston, Texas 77098\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJumana Capital Investments and Christopher R. Martin\n1717 St. James Place, Suite 335\nHouston, Texas 77056\n\n \n\n \n\n875,000\n\n \n\n \n\n \n\n \n\n7.9\n\n%\n\n \n\nBlackRock, Inc. (3)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n50 Hudson Yards\nNew York, New York 10001\n\n \n\n \n\n858,377\n\n \n\n \n\n \n\n \n\n7.7\n\n%\n\n \n\nDimensional Fund Advisors LP (4)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBuilding One, 6300 Bee Cave Road\nAustin, Texas 78746\n\n \n\n \n\n715,076\n\n \n\n \n\n \n\n \n\n6.4\n\n%\n\n \n\n \n\n(1)\nBased upon a Schedule 13G/A filed May 5, 2026, showing sole voting power with respect to 778,551 shares and sole dispositive power with respect to 1,100,898 shares.\n\n(2)\nBased upon a Schedule 13D/A filed April 27, 2026, by Bradley L. Radoff, Jumana Capital Investments LLC (“Jumana Capital”), and Christopher R. Martin, as a group. Mr. Radoff directly beneficially owns 420,000 shares, with sole voting power with respect to 420,000 shares and sole dispositive power with respect to 420,000 shares. Jumana Capital directly beneficially owns 455,000 shares, with shared voting power with respect to 455,000 shares and shared dispositive power with respect to 455,000 shares. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 455,000 shares owned by Jumana Capital and maintains shared voting power with respect to 455,000 shares and shared dispositive power with respect to 455,000 shares. Each of Mr. Radoff, Jumana Capital and Mr. Martin may be deemed to be a member of a \"group\" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 875,000 shares in the aggregate. Each member of the group disclaims beneficial ownership of shares not directly owned.\n\n(3)\nBased upon a Schedule 13G/A filed April 17, 2025, showing sole voting power with respect to 845,442 shares and sole dispositive power with respect to 858,377 shares.\n\n(4)\nBased upon a Schedule 13G/A filed February 9, 2024, showing sole voting power with respect to 701,181 shares and sole dispositive power with respect to 715,076 shares.\n\nOwnership of Directors and Management\n\nThe following table sets forth information as of May 18, 2026, regarding the beneficial ownership of the Company’s common stock by each of the Company’s directors, the persons required to be named in the Company’s summary\n\n40\n\n \n\ncompensation table appearing elsewhere in the Form 10-K/A and the directors and executive officers as a group. None of such persons owns any equity securities of the Company other than common stock.\n\n \n\nName of Beneficial Owner\n\n \n\nAmount and\nNature of\nBeneficial\nOwnership(1)(2)\n\nJoanna Barsh\n\n \n\n \n\n \n\n45,897\n\n \n\n \n\nMatthew M. Bilunas\n\n \n\n \n\n \n\n15,101\n\n \n\n \n\nCarolyn Bojanowski\n\n \n\n \n\n \n\n15,101\n\n \n\n \n\nJohn F. Lambros\n\n \n\n \n\n \n\n19,800\n\n \n\n \n\nThurgood Marshall, Jr.\n\n \n\n \n\n \n\n32,739\n\n \n\n \n\nAngel R. Martinez\n\n \n\n \n\n \n\n20,345\n\n \n\n \n\nMary E. Meixelsperger\n\n \n\n \n\n \n\n23,630\n\n \n\n \n\nGregory A. Sandfort\n\n \n\n \n\n \n\n45,384\n\n \n\n \n\nMimi E. Vaughn\n\n \n\n \n\n \n\n450,328\n\n \n\n \n\nCassandra E. Harris\n\n \n\n \n\n \n\n24,308\n\n \n\n \n\nScott E. Becker\n\n \n\n \n\n \n\n67,158\n\n \n\n \n\nParag D. Desai\n\n \n\n \n\n \n\n97,997\n\n \n\n \n\nAndrew I. Gray\n\n \n\n \n\n \n\n87,371\n\n \n\n \n\nCurrent Directors and Executive Officers as a Group (14 Persons)\n\n \n\n \n\n \n\n981,160\n\n \n\n(3)\n\n \n\n(1)\nEach director and officer owns less than 1% of the outstanding shares of the Company’s common stock, other than Mimi E. Vaughn, who owns approximately 4.1% of the Company’s common stock based on 11,103,175 outstanding shares as of May 18, 2026.\n\n(2)\nShares are shown as beneficially owned if the person named in the table has or shares the power to vote or direct the voting of, or the power to dispose of, or direct the disposition of, such shares, which includes shares of restricted stock that remain subject to forfeiture or that vest within 60 days of May 18, 2026. See “Director Compensation” and “Executive Compensation — Summary Compensation Table” below.\n\n(3)\nConstitutes approximately 8.8% of the outstanding shares of the Company’s common stock based on 11,103,175 outstanding shares as of May 18, 2026.\n\n \n\n41\n\n \n\nDirector and Executive Officer Ownership Guidelines\n\nThe nominating and governance committee of the Board has adopted share ownership guidelines for directors and executive officers, including the named executive officers. The guidelines require that named executive officers hold at least the number of shares specified below:\n\n \n\nChief Executive Officer\n\n \n\n60,000 shares\n\n \n\nChief Operating Officer (if applicable)\n\n \n\n30,000 shares\n\n \n\nChief Financial Officer and Operational Senior Vice Presidents\n\n \n\n20,000 shares\n\n \n\nOther Senior Vice Presidents\n\n \n\n15,000 shares\n\n \n\n \n\nThe guidelines allow covered executives up to five years from their appointment dates to comply with the guidelines. All executive officers complied with the guidelines through Fiscal 2026 or were within the five year window to achieve compliance. Restricted stock grants may be used to satisfy the guidelines, consistent with the intent that such awards align executive officers’ interests with those of shareholders. The value of unearned performance-vested equity awards and the “in-the-money” value of unexercised stock options do not count toward achievement of the guidelines.\n\nThe guidelines require that non-employee directors hold a number of shares equal to five times their annual cash retainer. Directors are expected to achieve that ownership within five years of the director’s election to the Board. All non-employee directors have complied with the ownership guidelines or are within the five year window to achieve compliance.\n\nAnti-Hedging Policy for Directors and Officers\n\nThe Board has adopted a policy prohibiting hedging against future declines in the market value of the Company’s securities by directors and officers of the Company. This policy prohibits directors and officers from directly or indirectly engaging in any hedging transaction that eliminates or limits economic risk with respect to the director’s or officer’s interest in the Company’s securities, including any compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. The policy reflects the Board’s judgment that hedging transactions decrease alignment between the interests of the officers and directors and those of the shareholders, undermining the objectives underlying stock-based compensation and the share ownership policy for officers and directors.\n\nInsider Trading Policy\n\nThe Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers, employees and the Company (the “Insider Trading Policy”). We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. The foregoing is a summary of our insider trading policies and procedures and does not purport to be complete and is qualified by reference to our Insider Trading Policy incorporated by reference in the Original Filing.\n\nDelinquent Section 16(a) Reports\n\nSection 16(a) of the Exchange Act requires our directors, certain of our officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports of stock ownership and changes in ownership (Forms 3, 4 and 5) in shares of our common stock. Based solely upon a review of copies of Forms 3, 4 and 5 for the fiscal year ended January 31, 2026, we believe that all our executive officers, directors, greater than 10% beneficial owners and other Section 16 officers complied with all filing requirements on a timely basis.\n\n \n\n \n\n42\n\n \n\nThe following table provides certain information as of January 31, 2026 with respect to our equity compensation plans:\n\nEQUITY COMPENSATION PLAN INFORMATION*\n\n \n\nPlan Category\n\n \n\n(a)\nNumber of\nsecurities to\nbe issued\nupon exercise of\noutstanding options,\nwarrants and\nrights(1)\n\n \n\n \n\n(b)\nWeighted-average\nexercise price of\noutstanding\noptions, warrants\nand rights\n\n \n\n \n\n(c)\nNumber of\nsecurities\nremaining available\nfor future issuance\nunder equity\ncompensation\nplans (excluding\nsecurities reflected\nin column (a)) (2)\n\n \n\nEquity compensation plans approved by security holders\n\n \n\n \n\n920\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n \n\n766,794\n\n \n\nEquity compensation plans not approved by security holders\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nTotal\n\n \n\n \n\n920\n\n \n\n \n\n$\n\n—\n\n \n\n \n\n \n\n766,794\n\n \n\n \n\n(1) Restricted stock units issued to certain employees at no cost.\n\n(2) Such shares may be issued as restricted shares or other forms of stock-based compensation pursuant to our stock incentive plans.\n\n* For additional information concerning our equity compensation plans, see the discussion in Note 14, \"Share-Based Compensation Plans\"."}