UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 22, 2009 (January 16, 2009)
GENESCO INC.
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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1-3083
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62-0211340 |
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| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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1415 Murfreesboro Road
Nashville, Tennessee
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37217-2895 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(615) 367-7000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2009, the Compensation Committee of the board of directors of Genesco Inc. (the
“Company”) set base salaries and target annual incentive awards under the Company’s
previously-disclosed Amended and Restated EVA Incentive Compensation Plan (the “EVA Incentive
Plan”) for officers of the Company for the fiscal year ending January 30, 2010 (“fiscal 2010”),
including for the following named executive officers:
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| Named |
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Target |
| Executive Officer |
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Title |
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Base Salary |
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Incentive Award |
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Hal N. Pennington |
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Chairman |
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225,000 |
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75,000 |
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Robert J. Dennis |
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President and Chief Executive Officer |
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778,500 |
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622,800 |
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James S. Gulmi |
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Senior Vice President and Chief Financial Officer |
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408,972 |
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245,383 |
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Jonathan D. Caplan |
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Senior Vice President |
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330,000 |
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198,000 |
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James C. Estepa |
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Senior Vice President |
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555,330 |
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333,198 |
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The Committee determined that Mr. Dennis’ incentive award for fiscal 2010 will be calculated as
though he were a corporate staff participant in the Company’s EVA Incentive Plan for the year. All
other named executive officers are participants in the EVA Incentive Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Genesco Inc. |
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By:
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/s/ Roger G. Sisson |
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Name:
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Roger G. Sisson |
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Title:
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Senior Vice President,
Secretary and General Counsel |
Date: January 22, 2009 |
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