Footwear Retailer Genesco Faces Activist Challenge For Board Seats

Genesco disclosed that Legion Partners Asset Management, which owns approximately 5.6 percent of the outstanding common shares of Genesco, Inc., has told the company it plans to nominate a controlling slate of seven people to stand for election to the retailer’s board of directors at the 2021 annual meeting of shareholders, according to a statement.

Legion Partners on Monday (April 12) issued a letter to shareholders in connection with its nomination of seven “highly-qualified and independent individuals” for election to the board. In a press release, Legion said that it is “seeking to facilitate meaningful boardroom change and a long-overdue transformation at Genesco.”

Genesco, which is headquartered in Nashville, sells shoes and accessories under brands such as Johnston & Murphy, Schuh Kids, Schuh, Little Burgundy, Journeys Kidz and Journeys.

“While we disagree with many of Legion’s assertions and are surprised that they are seeking to replace a majority of Genesco’s eight-member Board after not responding to our repeated requests for their input and ideas or sharing their proposed candidates in advance, we value all feedback from shareholders and will continue to seek to have a constructive dialogue with Legion like we would with any shareholder,” the company said in its statement.

Genesco said that the board and nominating and governance committee will look at the proposed Legion nominees and offer the board’s recommendation for the director nominees in the retailer’s definitive proxy materials.

The retailer said the timing of the 2021 annual meeting has not been made public, while “Genesco shareholders are not required to take action at this time.”

Separately, a collection of activist investors, which includes Legion Partners Asset Management, has nominated nine new directors to the board of Kohl’s.

The group, which also includes Ancora Holdings and Macellum Advisors in addition to 4010 Capital, controls a combined 9.5 percent stake in the retailer.

In April, Kohl’s requested that investors vote for “all of Kohl’s highly qualified director nominees.”

The current board members told investors in a letter that “your board outmatches the investor group’s nominees in key skills.”

“Kohl’s has a diverse, highly experienced Board that is actively engaged in overseeing the execution of our new strategy. Your Board is committed to ensuring company and leadership accountability for delivering growth and improved profitability,” the board members wrote.