Equity

12 Months Ended

Jan. 28, 2023

Equity [Abstract]

Equity

Note 10

Equity

Non-Redeemable Preferred Stock

			Number of Shares						Amounts in Thousands
			As of Fiscal Year End						As of Fiscal Year End
Class	Shares Authorized		2023		2022		2021		2023			2022			2021
Employees’ Subordinated Convertible Preferred		5,000,000		27,935		28,325		34,425	$	838		$	850		$	1,033
Stated Value of Issued Shares										838			850			1,033
Employees’ Preferred Stock Purchase Accounts										(23	)		(23	)		(24	)
Total Non-Redeemable Preferred Stock									$	815		$	827		$	1,009

Subordinated Serial Preferred Stock:

Our charter permits the Board of Directors to issue Subordinated Serial Preferred Stock (3,000,000 shares, in aggregate, are authorized) in as many series, each with as many shares and such rights and preferences as the Board may designate. We have shares authorized for $2.30 Series 1, $4.75 Series 3, $4.75 Series 4, Series 6 and $1.50 Subordinated Cumulative Preferred stocks in amounts of 64,368 shares, 40,449 shares, 53,764 shares, 800,000 shares and 5,000,000 shares, respectively. All of these preferred stocks were mandatorily redeemed by us in Fiscal 2014. As a result, there are no outstanding shares for any preferred issues of stock other than Employees' Subordinated Convertible Preferred stock shown in the table above.

Employees’ Subordinated Convertible Preferred Stock:

Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than $30 per share. Each share of this issue of preferred stock is convertible into one share of common stock and has one vote per share.

Common Stock:

Common stock-$1 par value. Authorized: 80,000,000 shares; issued: January 28, 2023 – 13,088,782 shares; January 29, 2022 –14,256,408 shares. There were 488,464 shares held in treasury at January 28, 2023 and January 29, 2022. Each outstanding share is entitled to one vote. At January 28, 2023, common shares were reserved as follows: 27,935 shares for conversion of preferred stock and 704,556 shares for the 2020 Genesco Inc. Equity Incentive Plan (the "2020 Plan").

For the year ended January 28, 2023, 299,914 shares of common stock were issued as restricted shares as part of the 2020 Plan; 16,536 shares were issued to directors in exchange for their services; 73,137 shares were withheld for taxes on restricted stock vested in Fiscal 2023; 31,057 shares of restricted stock were forfeited in Fiscal 2023; and 390 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 1,380,272 shares of common stock at an average weighted market price of $52.66 for a total of $72.7 million.

Note 10

Equity, Continued

For the year ended January 29, 2022, 229,363 shares of common stock were issued as restricted shares as part of the 2020 Plan; 14,936 shares were issued to directors in exchange for their services; 64,535 shares were withheld for taxes on restricted stock vested in Fiscal 2022; 6,885 shares of restricted stock were forfeited in Fiscal 2022; and 6,100 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, we repurchased and retired 1,360,909 shares of common stock at an average weighted market price of $60.88 for a total of $82.8 million.

For the year ended January 30, 2021, 428,362 shares of common stock were issued as restricted shares as part of the Second Amended and Restated 2009 Genesco Inc. Equity Incentive Plan; 38,723 shares were issued to directors in exchange for their services; 64,382 shares were withheld for taxes on restricted stock vested in Fiscal 2021; 150,050 shares of restricted stock were forfeited in Fiscal 2021; and 15 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. We did not repurchase any shares of common stock in Fiscal 2021.

Restrictions on Dividends and Redemptions of Capital Stock:

Our charter provides that no dividends may be paid and no shares of capital stock acquired for value if there are dividend or redemption arrearages on any senior or equally ranked stock. Exchanges of subordinated serial preferred stock for common stock or other stock junior to such exchanged stock are permitted.