SEC Form SC 13G/A filed by Genesco Inc. (Amendment)

2/9/23 10:59:20 AM ET

Clothing/Shoe/Accessory Stores

Consumer Discretionary

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SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.2 GENESCO INC COMMON STOCK Cusip #371532102 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #371532102 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 63,371 Item 6: 0 Item 7: 63,763 Item 8: 0 Item 9: 63,763 Item 11: 0.505% Item 12: HC Cusip #371532102 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 63,763 Item 8: 0 Item 9: 63,763 Item 11: 0.505% Item 12: IN Item 1(a). Name of Issuer: GENESCO INC Item 1(b). Address of Issuer's Principal Executive Offices: 535 MARRIOTT DRIVE, 12TH FLOOR Nashville, TN 37214 US Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 371532102 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 63,763 (b) Percent of Class: 0.505% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 63,763 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of GENESCO INC. No one other person's interest in the COMMON STOCK of GENESCO INC is more than five percent of the total outstanding COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing orinfluencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 9, 2023 Date /s/ Stephanie J. Brown Signature Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification Fidelity Management & Research Company LLC IA Fidelity Management Trust Company BK Strategic Advisers LLC IA Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on February 9, 2023, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of GENESCO INC at December 30, 2022. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January, 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

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$GCO

Date	Price Target	Rating	Analyst
5/27/2026		Buy → Neutral	Seaport Research Partners
8/26/2025	$38.00	Neutral → Buy	Seaport Research Partners
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3/28/2023	$50.00	Neutral → Buy	Seaport Research Partners
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SEC Form SC 13G/A filed by Genesco Inc. (Amendment)

2/9/23 10:59:20 AM ET

$GCO

Clothing/Shoe/Accessory Stores

Consumer Discretionary

Get the next $GCO alert in real time by email

Recent Analyst Ratings for

$GCO

Date	Price Target	Rating	Analyst
5/27/2026		Buy → Neutral	Seaport Research Partners
8/26/2025	$38.00	Neutral → Buy	Seaport Research Partners
5/28/2025	$23.00	Hold	Truist
3/5/2024	$43.00 → $31.00	Buy → Neutral	B. Riley Securities
12/15/2023	$43.00	Buy	B. Riley Securities
12/4/2023		Buy → Neutral	Seaport Research Partners
3/28/2023	$50.00	Neutral → Buy	Seaport Research Partners
8/30/2022		Buy → Neutral	Seaport Research Partners

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SEC Form SC 13G/A filed by Genesco Inc. (Amendment)

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SEC Form SC 13G/A filed by Genesco Inc. (Amendment)

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Insider Purchases

Director Sandfort Gregory A bought $99,980 worth of shares (2,958 units at $33.80) (SEC Form 4)

Director Sandfort Gregory A bought $251,524 worth of shares (10,974 units at $22.92) (SEC Form 4)

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Press Releases

All Three Independent Proxy Advisory Firms Recommend Genesco Shareholders Vote “FOR” All Nine of Genesco’s Directors

Independent Proxy Advisory Firm ISS Recommends Genesco Shareholders Vote “FOR” All Nine of Genesco’s Directors

The Radoff-Jumana Group Highlights Genesco Inc.’s Value Destruction and Calls for CEO Mimi Vaughn to Step Down as Chair of the Board of Directors

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Insider Trading

Director Sandfort Gregory A bought $99,980 worth of shares (2,958 units at $33.80) (SEC Form 4)

VP, Chief Accounting Officer Randolph Ashley Marie covered exercise/tax liability with 57 shares, decreasing direct ownership by 0.72% to 7,822 units (SEC Form 4) (for tax liability)

SVP, Secretary & Gen Counsel Becker Scott E covered exercise/tax liability with 486 shares, decreasing direct ownership by 0.72% to 66,672 units (SEC Form 4) (tax liability)

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SEC Filings

SEC Form DEFA14A filed by Genesco Inc.

SEC Form DEFA14A filed by Genesco Inc.

SEC Form DEFA14A filed by Genesco Inc.

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Analyst Ratings

Genesco downgraded by Seaport Research Partners

Genesco upgraded by Seaport Research Partners with a new price target

Truist initiated coverage on Genesco with a new price target

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Financials

Genesco Inc. Reports Fiscal 2027 First Quarter Results

Genesco to Report First Quarter Fiscal 2027 Financial Results and Hold Conference Call on May 29, 2026

Genesco Inc. Reports Fiscal 2026 Fourth Quarter and Full Year Results

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Leadership Updates

The Radoff-Jumana Group Calls for Joanna Barsh to Immediately Resign from Genesco Inc.’s Board of Directors Based on False and Misleading Biographical Information

Genesco Names Jonathan Collins Chief Financial Officer

Genesco Names Ashley Randolph Vice President and Chief Accounting Officer

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Large Ownership Changes

SEC Form SC 13G filed by Genesco Inc.