Legion Partners Asset Management, the activist shareholder group, issued a statement urging Genesco Inc.’s Board to use a universal proxy card that would let shareholders choose from available candidates rather than pick the incumbent or challenger slates. The move comes after Genesco, on May 23, elected three new board members that included none of the seven candidates Legion Partners had proposed.

Genesco also said two longtime members, Marty Dickens and Kathleen Mason, would retire from its Board this summer.  The three new directors are Angel Martinez, former CEO of Deckers Brands; Mary Meixelsperger, CFO, Valvoline and former CFO of DSW; and Greg Sandfort, former CEO of Tractor Supply Company.

Legion Partners has been seeking to take control of Genesco’s Board to force the specialty retailer to improve its performance by selling non-core assets, increasing margins and buying back shares. Following Genesco’s move to appoint three directors, Legion Partners said it is targeting four seats. Legion Partners owns approximately 5.9 percent of the outstanding common shares of Genesco.

In the statement Tuesday, Chris Kiper and Ted White, Legion Partners’ Managing Directors, commented:

“Legion Partners firmly believes that Genesco’s shareholders deserve the right to select the best mix of directors on a universal proxy card at this year’s Annual Meeting. If the company is sincerely committed to sound corporate governance, agreeing to the utilization of a universal card should be an easy decision. Moreover, if the company genuinely believes that 20-year director Matthew C. Diamond and other long-serving incumbents are such world-class Board members with the optimal blend of relevant experience and expertise, it should embrace giving shareholders the opportunity to vote for them on a universal card that also includes our four nominees.

“It gives us great concern that Genesco has not substantively addressed our multiple requests to adopt a universal card for this election contest. In light of its decision to unilaterally initiate a defensive and insufficient director refresh that appears to have perpetuated interlocks among insiders, we believe it is all the more critical for the company to show respect for shareholder democracy moving forward. We assume that Genesco is well aware that many of its largest shareholders place a great emphasis on high-quality corporate governance and shareholder rights. The company can demonstrate some semblance of responsiveness by promptly agreeing to our request and finally setting a date for its delayed Annual Meeting.”

Photo courtesy Crain’s