Equity

Non-Redeemable Preferred Stock



	Shares Authorized	Number of Shares			Amounts in Thousands
Class	Shares Authorized	2018	2017	2016	2018			2017			2016
Employees’ Subordinated Convertible Preferred	5,000,000	36,671	37,646	38,196	$	1,100		$	1,129		$	1,146
Stated Value of Issued Shares					1,100			1,129			1,146
Employees’ Preferred Stock Purchase Accounts					(48		)	(69		)	(69		)
Total Non-Redeemable Preferred Stock					$	1,052		$	1,060		$	1,077

Subordinated Serial Preferred Stock:

The Company's 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. The Company has 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 the Company 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.

Preferred Stock Transactions



In thousands	Non-Redeemable Employees’ Preferred Stock			Employees’ Preferred Stock Purchase Accounts			Total Non-Redeemable Preferred Stock
Balance January 31, 2015	$	1,345		$	(71	)	$	1,274
Other stock conversions	(199		)	2			(197		)
Balance January 30, 2016	1,146			(69		)	1,077
Other stock conversions	(17		)	—			(17		)
Balance January 28, 2017	1,129			(69		)	1,060
Other stock conversions	(29		)	21			(8		)
Balance February 3, 2018	$	1,100		$	(48	)	$	1,052

Note 8

Equity, Continued

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: February 3, 2018 – 20,392,253 shares; January 28, 2017 –20,354,272 shares. There were 488,464 shares held in treasury at February 3, 2018 and January 28, 2017. Each outstanding share is entitled to one vote. At February 3, 2018, common shares were reserved as follows: 36,671 shares for conversion of preferred stock and 1,831,017 shares for the Second Amended and Restated 2009 Genesco Inc. Equity Incentive Plan (the "2009 Plan").

For the year ended February 3, 2018, 356,224 shares of common stock were issued as restricted shares as part of the 2009 Plan; 30,620 shares were issued to directors in exchange for their services; 50,957 shares were withheld for taxes on restricted stock vested in Fiscal 2018; 23,581 shares of restricted stock were forfeited in Fiscal 2018; and 975 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 275,300 shares of common stock at an average weighted market price of $58.71 for a total of $16.2 million.

For the year ended January 28, 2017, 26,696 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $38.13, for a total of $1.0 million; 236,364 shares of common stock were issued as restricted shares as part of the 2009 Plan; 23,252 shares were issued to directors in exchange for their services; 55,563 shares were withheld for taxes on restricted stock vested in Fiscal 2017; 43,998 shares of restricted stock were forfeited in Fiscal 2017; and 591 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 2,155,869 shares of common stock at an average weighted market price of $61.81 for a total of $133.3 million.

For the year ended January 30, 2016, 35,542 shares of common stock were issued for the exercise of stock options at an average weighted exercise price of $36.81, for a total of $1.3 million; 219,404 shares of common stock were issued as restricted shares as part of the 2009 Plan; 2,470 shares of common stock were issued for the purchase of shares under the Employee Stock Purchase Plan at an average weighted market price of $54.22, for a total of $0.1 million; 19,769 shares were issued to directors in exchange for their services; 65,783 shares were withheld for taxes on restricted stock vested in Fiscal 2016; 27,221 shares of restricted stock were forfeited in Fiscal 2016; and 6,640 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 2,383,384 shares of common stock at an average weighted market price of $60.79 for a total of $144.9 million.

Note 8

Equity, Continued

Restrictions on Dividends and Redemptions of Capital Stock:

The Company’s 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.

The Company’s Credit Facility prohibits the payment of dividends unless as of the date of the making of any such Restricted Payment (as defined in the Credit Facility), (a) no Default (as defined in the Credit Facility) or Event of Default (as defined in the Credit Facility) exists or would arise after giving effect to such Restricted Payment, and (b) either (i) the Borrowers (as defined in the Credit Facility) have pro forma Excess Availability (as defined in the Credit Facility) for the prior 60 day period equal to or greater than 20% of the Loan Cap (as defined in the Credit Facility), after giving pro forma effect to such Restricted Payment, or (ii) (A) the Borrowers have pro forma Excess Availability for the prior 60 day period of less than 20% of the Loan Cap but equal to or greater than 15% of the Loan Cap, after giving pro forma effect to the Restricted Payment, and (B) the Fixed Charge Coverage Ratio (as defined in the Credit Facility), on a pro forma basis for the twelve months preceding such Restricted Payment, will be equal to or greater than 1.0:1.0, and (c) after giving effect to such Restricted Payment, the Borrowers are Solvent (as defined in the Credit Facility). Notwithstanding the foregoing, the Company may make cash dividends on preferred stock up to $0.5 million in any fiscal year absent a continuing Event of Default. The Company’s management does not expect availability under the Credit Facility to fall below the requirements listed above during Fiscal 2019.

Note 8

Equity, Continued

Changes in the Shares of the Company’s Capital Stock



	Common Stock		Employees’ Preferred Stock
Issued at January 31, 2015	24,515,362		44,836
Exercise of options	35,542		—
Issue restricted stock	219,404		—
Issue shares—Employee Stock Purchase Plan	2,470		—
Shares repurchased	(2,383,384	)	—
Other	(66,595	)	(6,640	)
Issued at January 30, 2016	22,322,799		38,196
Exercise of options	26,696		—
Issue restricted stock	236,364		—
Shares repurchased	(2,155,869	)	—
Other	(75,718	)	(550	)
Issued at January 28, 2017	20,354,272		37,646
Issue restricted stock	356,224		—
Shares repurchased	(275,300	)	—
Other	(42,943	)	(975	)
Issued at February 3, 2018	20,392,253		36,671
Less shares repurchased and held in treasury	488,464		—
Outstanding at February 3, 2018	19,903,789		36,671