Genesco Inc. is in a good position to defend and win an activist’s push for a revamping of the company’s board ahead of this year’s Annual Shareholders’ Meeting on July 21.
Activists Bradley L. Radoff and Jumana Capital Investments pushed for a proxy battle after it said Genesco directors declined to “meaningfully consider” their suggestions to improve shareholder value.
In addition, the Radoff-Jumana Group sought to replace board directors Joanna Barsh and Thurgood Marshall, Jr., on grounds they are over-tenured and unqualified. The Radoff-Jumana Group’s offered replacement candidates former public company chief executive officer Westervelt T. Ballard, Jr., and experienced public company director Paula J. Poskon.
Independent proxy advisory firm ISS in a report earlier this month recommended “support for all management nominees” and that shareholders should vote for all nine Genesco directors on the company’s “White” proxy card.
ISS reasoned that the “dissidents have not made a compelling case for change.” The advisory firm also recommended that Genesco shareholders “withhold votes from the dissidents’ nominees, Ballard and Poskon.” ISS also said since chief executive officer (CEO) Mimi Vaughn’s appointment Nov. 4, 2019, the firm’s total shareholder return over certain one-, three- and five-year periods has “exceeded its peer median.”
Genesco, acknowledging that the ISS decision meant there was no need for a proxy contest, said: “Under the oversight of the company’s highly qualified directors, our management team is successfully transforming the business and is executing a strategy that is working and delivering strong results.”
A decision from competing proxy advisory firm Glass Lewis & Co. could come through in a few days. If that decision is in Genesco’s favor, that would bolster the shoe retailer’s position even more.
The Nashville-based shoe firm in May posted a first quarter net loss of $14.81 million on a net sales increase of 3 percent to $487.03 million. That was enough to beat analyst expectations.
Last month, the owner of the Journeys chain named Jonathan Collins as its new senior vice president, finance and chief financial officer, starting Aug. 3. He will report to Vaughn, who also served as interim CFO since March 2026, following the departure of the former finance chief Cassandra “Sandra” Harris.
The Radoff-Jumana fight is the second activist battle Vaughn has faced. In 2021, the company survived a fight with activist Legion Partners, which accused the retailer of both underperformance and that it needed to change the composition of its board. ISS also sided with Genesco, while competing proxy advisory firm Glass Lewis sided with Legion.
In addition to the Journeys shoe chain, Genesco also owns the U.K.-based retail banner Schuh.
