Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 annual meeting of shareholders of the Company (the "Annual Meeting") was hosted virtually on June 27, 2024, from the Company's corporate headquarters in Nashville, Tennessee. Shares representing a total of 11,633,895 votes were outstanding and entitled to vote. At the Annual Meeting, the Company's shareholders voted on the matters set forth below.

Election of Directors

The Company's shareholders elected all nine persons nominated for election as directors until the next annual meeting of the shareholders and until their successors are elected and qualified as set forth in the Company's proxy statement dated May 17, 2024. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:

	Nominee	For	Against	Abstain	Broker Non-Votes
	Joanna Barsh	8,350,201	670,688	48,295	445,762
	Matthew M. Bilunas	8,718,403	302,483	48,298	445,762
	Carolyn Bojanowski	8,685,933	333,756	49,495	445,762
	John F. Lambros	8,671,701	349,185	48,298	445,762
	Thurgood Marshall, Jr.	8,600,750	430,169	38,365	445,762
	Angel R. Martinez	8,684,833	336,053	48,298	445,762
	Mary E. Meixelsperger	8,717,693	302,096	49,395	445,762
	Gregory A. Sandfort	8,684,964	335,922	48,298	445,762
	Mimi E. Vaughn	8,555,915	408,931	104,338	445,762

Non-Binding, Advisory Vote on the Company's Executive Compensation

The Company's shareholders voted upon a non-binding, advisory proposal to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
8,361,814		596,431		110,939		445,762

Approval of the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan

The Company's shareholders voted upon and approved the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan as disclosed in the proxy statement for the Annual Meeting. The votes on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
8,289,229		733,395		46,560		445,762

Ratification of Independent Accountants

The Company's shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the current fiscal year. The votes on this proposal were as follows:

For		Against		Abstain
9,364,863		108,367		41,716

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