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Legion Partners’ Four Highly-Qualified Director Candidates Issue Letter to Genesco Shareholders

June 30, 2021 GMT


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 announced that its four highly-qualified and independent director candidates – Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H. Robertson and Hobart P. Sichel – have issued a letter to shareholders regarding their value-enhancing vision. Learn more about our four world-class nominees and how to vote on the WHITE proxy card by visiting www.GCOForward.com.


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June 30, 2021

Dear Shareholder,

Legion Partners Asset Management, LLC (together with its affiliates, “Legion Partners” or “we”) is seeking to elect the four of us to Genesco, Inc.’s (“Genesco” or the “Company”) nine-member Board of Directors (the “Board”) at the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) on July 20, 2021. We take our prospective roles as directors extremely seriously and are committed to representing the interests of all shareholders.

Each of us agreed to be nominated by Legion Partners earlier this year because we believe Genesco’s best days should still be ahead of it. Although the Company has spent many years stagnating and underperforming relative to its peers and relevant indices, we believe that there is an array of issues that can be fixed by an engaged, objective and properly refreshed Board. These issues include:

  • A Value-Destructive Conglomerate Structure
  • Poor Capital Allocation and Strategic Oversight
  • Excessive Interlocks Among Directors and Insiders
  • Bloated Cost Structure and Sustained Margin
  • A Lack of Focus on Operational Excellence at Journeys
  • Misaligned Executive Compensation


We believe that a Board comprised of impartial individuals with fresh views and the right skills and experience can quickly identify actionable solutions. This is the type of Board that Genesco will have if shareholders elect us. Collectively, we possess extensive corporate governance acumen, capital markets expertise, retail operations experience, e-commerce and digital know-how, and strategic turnaround backgrounds. We also have a deep and practical understanding of best practices for driving growth while implementing environmental, social and governance (“ESG”) and Diversity, Equity and Inclusion (“DEI”) initiatives.

In addition to being able to help fix problems, we also know how to help businesses adapt as consumer tastes continue to change and more shopping occurs in the extremely competitive online environment. We cannot stress enough how pivotal it is for Genesco to reassess its approach and strategy as the pandemic fades, stimulus subsides and competitors fight harder to establish lasting bonds with younger consumers and their parents across all channels, including social media and apps. The Company’s directors need to maintain a sense of urgency in order to spot the “big picture” shifts and opportunities that will impact the Company today and moving forward.

Against the backdrop of Genesco’s evolving operating landscape, we contend that we are the right directors at the right point in time. We are completely committed to working collaboratively with the remaining incumbents to move the Company into the modern era when it comes to customer engagement, operations, governance, and merchandising and marketing. We have what it takes to achieve near-term business efficiencies while overseeing the pursuit of long-term growth and deeper consumer engagement.



Sample of Relevant Experience

Marjorie Bowen


  • Capital Markets Expertise
  • Corporate Governance Acumen
  • Certified Financial Expert
  • Turnaround Experience
  • Transaction Evaluation Know-how


  • When Ms. Bowen was a Genesco director in 2018, she applied her capital markets background and transaction experience to the Company’s strategic alternatives process – which resulted in the sale of the non-synergistic Lids business and provided a runway for value-enhancing share repurchases
  • Her experience would be invaluable if the Board were to impartially consider ways to refine the Company’s costly and cumbersome conglomerate model


Margenett Moore-Roberts


  • Customer Experience Acumen
  • ESG Expertise
  • DEI Specialization
  • Digital Media Know-how
  • Marketing Experience


  • When Ms. Moore-Roberts served as Vice President and Global Head of Inclusive Diversity at Yahoo!, she established the Company’s first Office of Inclusive Diversity and a global Center of Excellence
  • She oversaw the implementation of a number of policies and procedures that filtered into business lines and operations during a period of strong top-line growth at Yahoo!

Dawn Robertson


  • Customer Experience Acumen
  • Merchandising Expertise
  • Marketing Background
  • E-Commerce Specialization
  • Retail Operations and Turnaround Know-how


  • When Ms. Robertson was President of Macys.com, she led the development, launch and growth of its e-commerce sales
  • As President of Old Navy, she drove significant sales and improved EBITDA, including strong e-commerce performance
  • This is exactly the type of experience Genesco’s brands need given the large younger customer shift to digital


Hobart P. Sichel


  • Marketing Expertise
  • E-Commerce Specialization
  • Turnaround Experience
  • Retail Operations Know-how
  • Capital Markets Acumen


  • Mr. Sichel previously worked at Burlington Stores from 2011 to 2019, where he served as Executive Vice President and Chief Marketing Officer
  • He was a key member of the leadership team that turned the business around and ignited sales growth prior to an initial public offering
  • He has the ideal background for helping Genesco identify efficiencies while still pursuing growth – especially e-commerce growth – during a transformation period

When it comes to specific actions and ideas, we are cognizant of the fact that our slate would only represent a minority of Genesco’s nine-member Board. We are also aware that none of us has access to the Company’s non-public information. This has not stopped us, however, from analyzing the business from the outside and setting a vision for value creation: we want to help create a simpler, modernized and operationally-efficient Genesco that can deliver enhanced value for shareholders, delight customers and drive lifetime value, and provide rewarding opportunities to a diverse group of employees.

We see a clear path to realizing this vision:

Our ideas, if implemented, could lead to annual earnings of $13 per share, which is a substantial increase from the $5 per share of earnings that Genesco achieved pre-pandemic. (4)

We recognize that in order for ideas to turn into actions, there will need to be collegial deliberation of fresh and varying perspectives in the boardroom. That is what we hope to facilitate if we are fortunate enough to be elected to the Board at this year’s Annual Meeting.

While we are independent of Legion Partners, we do share the firm’s view that there is a roadmap to achieving superior value creation for all of Genesco’s stakeholders. The changing dynamics in the retail and footwear industries make this the right time to build and execute that type of roadmap at Genesco. We encourage you to vote on the WHITE proxy card to elect our slate and give us the opportunity to champion your interests in the boardroom.

Thank you for evaluating our experience and ideas.


Marjorie L. Bowen           Margenett Moore-Roberts          Dawn H. Robertson          Hobart P. Sichel

Please visit www.GCOForward.com to view important materials.

If you have any questions or require assistance as you consider how to vote, please contact Legion Partners’ proxy solicitor Kingsdale Advisors at GCO@kingsdaleadvisors.com.



About Legion Partners

Legion Partners is a value-oriented investment manager based in Los Angeles, with a satellite office in Sacramento, California. Legion Partners seeks to invest in high-quality businesses that are temporarily trading at a discount, utilizing deep fundamental research and long-term shareholder engagement. Legion Partners manages a concentrated portfolio of North American small-cap equities on behalf of some of the world’s largest institutional and high-net-worth investors. Learn more at www.LegionPartners.com.


Annual savings projections based on (i) $15 million in annual corporate costs reduction, which assumes corporate spending as % of net sales returning to 1.1% from the pre-COVID 1.8% and (ii) $8-10 million annual store rent savings, which assumes 20% of leases renewal and 20% reduction in renewed leases. Non-core asset sale assumes $282mm in total proceeds from the divestiture of Schuh and J&M based on multiples to Adj. EBITDA of 4x and 10x, respectively. $141mm of real estate value realized through outright sales and sale-leaseback transactions based on implied $105 per sq. ft on average.


Journeys’ margin expansion assumes 100bps expansion vs FY 2020 (pre-COVID level) and also incorporates $40mm of cash free up assuming Journeys inventory turns improvement of 0.5x.



Journeys’ sales growth assumes 5% annual growth for 3 years vs. FY 2020 level.


$13 EPS incorporates the following assumptions. Sale-leaseback assumes $87mm of share buyback at share price of $65. Buyback with excess cash assumes $164mm of share buyback at share price of $70, allowing the Company to have $50mm of net cash on balance sheet. Non-core asset sale assumes $282mm of share buyback at share price of $75 to $90. All non-reported EPS calculations assume a tax rate of 25%.


View source version on businesswire.com:https://www.businesswire.com/news/home/20210630005978/en/

CONTACT: For Investors:

Kingsdale Advisors

Michael Fein / Lydia Mulyk, 646-651-1640

mfein@kingsdaleadvisors.com/lmulyk@kingsdaleadvisors.comFor Media:


Charlotte Kiaie / Bela Kirpalani, +1 646-386-0091




SOURCE: Legion Partners Asset Management, LLC

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PUB: 06/30/2021 04:30 PM/DISC: 06/30/2021 04:32 PM