SEC Comment Letter for GENESCO (GCO) — May 6, 2021
GENESCO INC
Date: May 6, 2021 · CIK: 0000018498 · Accession: 0000000000-21-005813
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 5 , 2021 By E-Mail Elizabeth Gonzalez -Sussman , Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019
Re: Genesco Inc. Revised Preliminary Proxy Statement on Schedule 14A filed by Legion Partners Holdings, LLC, et. al. Filed April 27 , 2021 File No. 001 -03083
Dear Ms. Gonzalez -Sussman :
We have reviewed the above -captioned filing , and have the following comments.
Revised Preliminary Proxy Statement
Background of the Solicitation , page 5 1. Please revise your disclosure stating “ the Company now plans to hold the 2021 Annual Meeting in mid -July and that it would announce a specific date at later time, despite having previously announced that the 2021 Annu al Meeting would be held on June 24, 2021, as called for by the Bylaws ” to clarify that Article II, Section I of the bylaws gives the board the authority to set a date and time other than the fourth Thursday of June each year.
Reasons for the Solicitation , page 9 2. Please clarify your disclosure on page 12 referring to “various change -of-control scenarios” to describe them.
Proposal No. 1 . Election of Directors, page 16 3. Refer to the penultimate paragraph of this section on page 23. Please revise your disclosure to clarify which company proxy statement you are referencing, as the company has not yet filed a proxy st atement in 2021.
Elizabeth Gonzalez -Sussman , Esq. Olshan Frome Wolosky LLP May 5 , 2021 Page 2
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 5 , 2021
By E-Mail
Elizabeth Gonzalez -Sussman , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Genesco Inc.
Revised Preliminary Proxy Statement on Schedule 14A filed by Legion
Partners Holdings, LLC, et. al.
Filed April 27 , 2021
File No. 001 -03083
Dear Ms. Gonzalez -Sussman :
We have reviewed the above -captioned filing , and have the following comments.
Revised Preliminary Proxy Statement
Background of the Solicitation , page 5
1. Please revise your disclosure stating “ the Company now plans to hold the 2021 Annual
Meeting in mid -July and that it would announce a specific date at later time, despite
having previously announced that the 2021 Annu al Meeting would be held on June 24,
2021, as called for by the Bylaws ” to clarify that Article II, Section I of the bylaws gives
the board the authority to set a date and time other than the fourth Thursday of June each
year.
Reasons for the Solicitation , page 9
2. Please clarify your disclosure on page 12 referring to “various change -of-control
scenarios” to describe them.
Proposal No. 1 . Election of Directors, page 16
3. Refer to the penultimate paragraph of this section on page 23. Please revise your
disclosure to clarify which company proxy statement you are referencing, as the company
has not yet filed a proxy st atement in 2021.
Elizabeth Gonzalez -Sussman , Esq.
Olshan Frome Wolosky LLP
May 5 , 2021
Page 2
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions