Genesco Inc.
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): July 10, 2008 (July 9, 2008)
(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 |
of Incorporation)
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File Number)
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Identification No.) |
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1415 Murfreesboro Road |
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Nashville, Tennessee
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37217-2895 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code)
(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))
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ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
As previously announced, Robert J. Dennis, 54, President of Genesco Inc. (the Company), will
assume the additional role of Chief Executive Officer, effective as of August 1, 2008.
On July 9, 2008, the Compensation Committee of the Board of Directors of the Company (the
Committee) approved the following changes to Mr. Dennis compensation package, effective as of
August 1, 2008:
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Base Salary. The Committee increased Mr. Dennis annual base salary to $750,000.
This represents an increase of approximately 26% over his current base salary of
$595,000. |
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Bonus. Given the Chief Executive Officers role in establishing performance
objectives under the Companys Management Incentive Compensation Plan, he does not
participate in the plan. The Committee will, however, award Mr. Dennis a Fiscal 2009
bonus calculated using the multiple earned by corporate staff participants for Fiscal
2009. Mr. Dennis target bonus for Fiscal 2009 is $600,000. |
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Equity Grant. The Committee approved a grant of 26,057 shares of restricted stock to
Mr. Dennis under the Companys Amended and Restated 2005 Equity Incentive Plan (the
2005 Plan). The shares subject to the award will vest on the following dates: August
1, 2009 (12,677 shares), August 1, 2010 (12,677 shares) and August 1, 2011 (703
shares). The award is subject to the terms of a restricted share
award agreement for executive officers, the
form of which has been previously filed with the Securities and Exchange Commission
(SEC). Due to the lack of shares available for grant under the 2005 Plan, the
Committee also conditionally approved a grant of 24,649 shares of restricted stock to
Mr. Dennis under the 2005 Plan, as amended, or any successor equity incentive plan. This
grant will be subject to and effective upon shareholder approval of an increase in the
number of shares available for grant. It is anticipated that the shares subject to the
award will vest on the following dates: August 1, 2011 (11,973 shares) and August 1,
2012 (12,676 shares). It is also anticipated that the grant will be subject to terms
substantially similar to those in the previously filed form of restricted share award
agreement for executive officers. In approving both of these grants, the Committees
goal was to award Mr. Dennis a total of 50,706 restricted shares that would vest in
approximately equal installments over a four-year period. |
Pursuant to the terms of the Companys share ownership guidelines, as the Companys Chief
Executive Officer Mr. Dennis will be required to hold 60,000 shares of Genesco common stock
(including restricted stock grants and vested stock option awards) by August 1, 2013.
The remaining components of Mr. Dennis compensation arrangement with the Company remain
unchanged and are described in the Companys proxy statement filed with the SEC on May 8, 2008. On
September 5, 2006, the Company and Mr. Dennis entered into an Employment
Protection Agreement
providing for continuation of Mr. Denniss employment for three years following a
Change in Control, as defined therein. The agreement is on substantially the same terms as
agreements entered into between the Company and each of its vice presidents and senior vice
presidents. Mr. Dennis also continues to be eligible to participate in the Companys severance
plan, voluntary defined contribution plan and Deferred Income Plan and to receive the perquisites
described in the Companys proxy statement.
SIGNATURES
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 hereunto duly authorized.
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GENESCO INC.
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Date: July 10, 2008 |
By: |
/s Roger G. Sisson
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Name: |
Roger G. Sisson |
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Title: |
Senior Vice President, Secretary
and General Counsel |
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