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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

# For the Fiscal Year Ended February 2, 2019 

¨ 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

for the transition period from to 

Genesco Park, 1415 Murfreesboro Road Nashville, Tennessee 

(State or other jurisdiction of incorporation or organization) 

(Address of principal executive offices) 

# UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Tennessee 

Registrant’s telephone number, including area code: (615) 367-7000 

(Exact name of registrant as specified in its charter) 

Securities Registered Pursuant to Section 12(b) of the Act: 

Commission File No. 1-3083 

Washington, D.C. 20549 

# FORM 10-K 

(Mark One) 

# Genesco Inc. 

62-0211340 

(I.R.S. Employer Identification No.) 

37217-2895 

(Zip Code) 

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Securities Registered Pursuant to Section 12(g) of the Act: Employees’ Subordinated Convertible Preferred Stock 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 

Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer; a non-accelerated filer; a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer x 

Non-accelerated filer ¨ 

(Do not check if smaller reporting company) 

Accelerated filer ¨ 

Smaller reporting company ¨ 

Emerging Growth company ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ¨ No x 

The aggregate market value of common stock held by nonaffiliates of the registrant as of August 4, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $837,000,000. The market value calculation was determined using a per share price of $41.45, the price at which the common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation, shares held by nonaffiliates excludes only those shares beneficially owned by officers, directors, and shareholders owning 10% or more of the outstanding common stock (and, in each case, their immediate family members and affiliates). 

As of March 15, 2019, 18,348,828 shares of the registrant’s common stock were outstanding. 

Documents Incorporated by Reference 

Portions of the proxy statement for the June 27, 2019 annual meeting of shareholders are incorporated into Part III by reference. 

