Legion Partners Issues Letter to Genesco’s Board Regarding Its Decision to Delay the Company’s 2021 Annual Meeting
Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners” or “we”), which collectively with the other participants in its solicitation beneficially owns approximately 5.9% of the outstanding common shares of Genesco, Inc. (NYSE:GCO) (“Genesco” or the “Company”), today issued the below open letter to the Company’s Board of Directors (the “Board”) regarding the decision to delay the 2021 Annual Meeting of Shareholders (the “Annual Meeting”). Legion Partners has nominated a majority slate of highly-qualified and independent individuals for election to the Company’s Board at the Annual Meeting. Learn more at www.gcoforward.com.
Members of the Genesco Board,
Legion Partners believes you have collectively demonstrated a flagrant disregard for corporate democracy and honest shareholder engagement by delaying the Annual Meeting until mid-July. It seems clear to us – and presumably all other shareholders – that the Board simply wants to buy itself time to carry out a self-directed refresh and develop some semblance of a strategic plan to try to avoid meaningful, investor-driven change. In our view, the Company’s claim of wanting to provide shareholders “sufficient time to make informed voting decisions” is nothing more than a smokescreen.
While the Board may feel that a self-directed refresh will thwart our campaign for change, rushing to replace what we contend are stale and underqualified directors following a top five shareholder’s nomination of candidates will not erase Genesco’s history of poor governance and sustained financial underperformance.
We question how this Board can expect any shareholder to view seemingly reactionary efforts as credible when it has allowed Genesco’s governance and operations to steadily decline. Moreover, we believe the Board has gone a long way to further impugning its credibility by announcing this delay of the Annual Meeting through a sparse, post-market 8-K filing yesterday.
Rather than scramble to pack the Board, Genesco should be engaging with Legion Partners about a credible and substantial director refresh. It is long past time for a major shareholder to have significant input into the composition of this Board. Fortunately, we have invested considerable energy and time assembling a diverse slate of highly-qualified individuals.
In closing, we urge the Board to promptly abandon its apparent entrenchment agenda in favor of prioritizing shareholders’ best interests.