SEC Comment Letter for GENESCO (GCO) — Jul 8, 2008
GENESCO INC
Date: July 8, 2008 · CIK: 0000018498 · Accession: 0000000000-08-033502
AI Filing Summary & Sentiment
File numbers found in text: 001-03083
Letter
Mail Stop 3561 July 7, 2008 Hal N. Pennington, Chairman and Chief Executive Officer Genesco Inc. Genesco Park 1415 Murfreesboro Road Nashville, Tennessee 37217-2895 Re: Genesco Inc. Form 10-K for fiscal year ended February 2, 2008 Filed April 2, 2008 File No. 001-03083
Dear Mr. Pennington: We have reviewed your filing and have the following comments. In some comments we have asked you to provide us with additional information so we may better understand your disclosure. Please do so within the time frame set forth below. You should comply with the remaining comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below. If you disagree, we will consider your explanation as to why our comment is inapplicable. Please be as detailed as necessary in your explanation. Please understand that after our review of all of your responses, we may raise additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule 14A, Filed May 8, 2008
Compensation, Discussion, and Analysis, page 16
1. We note the disclosure on page 22 regarding the individual strategic objectives that comprise 25% of the named executive officers’ annual incentive award. In future filings, clearly disclose those strategic objectives for each named executive officer. In addition, to the extent that these strategic objectives are targets, please disclose the specific
Hal N. Pennington Genesco Inc. July 7, 2008 Page 2 quantitative performance targets used to determine incentive amounts in future filings, or provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b). In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.
* * * * * Closing Comments
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Hal N. Pennington Genesco Inc. July 7, 2008 Page 3 Please direct any inquiries to Edwin Kim at (202) 551-3297 or Pamela Howell, Special Counsel, at (202) 551-3357.
Sincerely,
John Reynolds
Assistant Director
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Mail Stop 3561 July 7, 2008 Hal N. Pennington, Chairman and Chief Executive Officer Genesco Inc. Genesco Park 1415 Murfreesboro Road Nashville, Tennessee 37217-2895
Re: Genesco Inc.
Form 10-K for fiscal year ended February 2, 2008 Filed April 2, 2008 File No. 001-03083
Dear Mr. Pennington:
We have reviewed your filing and have the following comments. In some comments we
have asked you to provide us with additional information so we may better understand your disclosure. Please do so within the time frame set forth below. You should comply with the remaining comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below. If you disagree, we will consider your explanation as to why our comment is inapplicable. Please be as detailed as necessary in your explanation. Please understand that after our review of all of your responses, we may raise additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule 14A, Filed May 8, 2008
Compensation, Discussion, and Analysis, page 16
1. We note the disclosure on page 22 regarding the individual strategic objectives that comprise 25% of the named executive officers’ annual incentive award. In future filings, clearly disclose those strategic objectives for each named executive officer. In addition, to the extent that these strategic objectives are targets, please disclose the specific
Hal N. Pennington
Genesco Inc. July 7, 2008
Page 2
quantitative performance targets used to determine incentive amounts in future filings, or
provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K. To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b). In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.
* * * * *
Closing Comments
As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Hal N. Pennington
Genesco Inc. July 7, 2008 Page 3
Please direct any inquiries to Edwin Kim at (202) 551-3297 or Pamela Howell, Special
Counsel, at (202) 551-3357.
Sincerely,
John Reynolds
Assistant Director