Shareholder Voting Results Data API
The Shareholder Voting Results Data API provides access to a database of shareholder meeting results, extracted from material event disclosures filed under Item 5.07 of Form 8-K: "Submission of Matters to a Vote of Security Holders." A company must file Item 5.07 when it submits a matter to a vote of its security holders, at a meeting or by other means, such as a solicitation of written consents. The filing states the date of the meeting and whether it was an annual or a special meeting. It names each director elected and describes each other matter voted on. For each matter and each director nominee, it states the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes.
The company must file the report within four business days after the meeting ends. If the report contains preliminary results, the company must file an amended report with the final results within four business days after the final results are known. When shareholders vote on how often to hold the advisory vote on executive compensation (say-on-pay vote), the company must disclose its decision on the frequency in an amendment to the report, no later than 150 calendar days after the meeting.
| Filed at | Ticker | Company | Meeting type | Meeting status | Meeting date | Filing role | Proposals | Approved | Not approved | Categories | Contested | Frequency decision | Redemptions | Chain key | CIK | Accession no. | Details |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026-10-06 | COLA | Columbus Acquisition Corp/Cayman Islands | special | reconvened | 2026-09-30 | initial | 8 | 7 | 0 | charter_amendment; spac_business_combination; equity_plan; share_issuance; director_election; adjournment | – | not_applicable | 2,515,182 | 2028201-2026-09-10 | 2028201 | 0001213900-26-107198 | |
| 2026-10-05 | JSPR | Jasper Therapeutics, Inc. | special | held | 2026-09-30 | initial | 3 | 3 | 0 | reverse_split; authorized_shares; adjournment | – | not_applicable | – | 1788028-2026-09-30 | 1788028 | 0001213900-26-106651 | |
| 2026-08-17 | SJM | J M SMUCKER Co | annual | held | 2026-08-12 | initial | 3 | 3 | 0 | director_election; auditor_ratification; say_on_pay | – | not_applicable | – | 91419-2026-08-12 | 91419 | 0000091419-26-000076 | |
| 2026-08-12 | NCLH | Norwegian Cruise Line Holdings Ltd. | annual | held | 2026-06-11 | amendment_update | 1 | 0 | 0 | say_on_frequency | – | disclosed | – | 1513761-2026-06-11 | 1513761 | 0001104659-26-094888 | |
| 2026-07-22 | GCO | GENESCO INC | annual | held | 2026-07-21 | initial | 4 | 4 | 0 | director_election; say_on_pay; equity_plan; auditor_ratification | Yes | not_applicable | – | 18498-2026-07-21 | 18498 | 0001193125-26-312503 | |
| 2026-05-22 | WELL | WELLTOWER INC. | annual | held | 2026-05-21 | initial | 3 | 2 | 1 | director_election; auditor_ratification; say_on_pay | – | not_applicable | – | 766704-2026-05-21 | 766704 | 0001193125-26-237176 | |
| 2026-05-01 | SW | Smurfit Westrock plc | annual | held | 2026-05-01 | initial | 7 | 7 | 0 | director_election; say_on_pay; auditor_ratification; other; share_capital_authority | – | not_applicable | – | 2005951-2026-05-01 | 2005951 | 0001104659-26-053535 | |
| 2026-04-24 | KKR | KKR & Co. Inc. | special | adjourned | 2026-04-21 | initial | 5 | 4 | 0 | charter_amendment; adjournment | – | not_applicable | – | 1404912-2026-04-21 | 1404912 | 0001140361-26-016769 | |
| 2026-01-06 | STAA | STAAR SURGICAL CO | special | held | 2026-01-06 | initial | 2 | 0 | 2 | merger; merger_related_compensation | – | not_applicable | – | 718937-2026-01-06 | 718937 | 0001193125-26-004699 | |
| 2025-12-08 | MSFT | MICROSOFT CORP | annual | held | 2025-12-05 | initial | 10 | 4 | 6 | director_election; say_on_pay; auditor_ratification; equity_plan; shareholder_proposal | – | not_applicable | – | 789019-2025-12-05 | 789019 | 0001193125-25-311196 |
The data is extracted from the text disclosed under Item 5.07, from other items and exhibits of the same filing, and from the explanatory note of a Form 8-K/A. The data is provided in a structured JSON format. The extracted information includes:
- Type, status and dates of the meeting, such as annual and special meetings, adjourned and reconvened sessions, written consents and consent solicitations
- Attendance and quorum, shares outstanding and present, share classes and voting power
- Each proposal with its category, such as director elections, say-on-pay, auditor ratifications, equity plans, mergers, reverse stock splits, SPAC extensions and shareholder proposals
- Votes for, against or withheld, abstentions, broker non-votes and uncast votes for each proposal, share class and director nominee
- Outcome, vote standard and board recommendation as stated in the filing
- Support percentages calculated from the vote counts on two bases, and support percentages printed by the company
- Contested director elections, with the company and dissident nominees
- Say-on-frequency votes and the frequency decision under Item 5.07(d)
- Redemptions from SPAC trust accounts reported with the vote
- A chain key that links the first report on a meeting to all later reports and amendments about the same meeting
- Short quotes from the filing text that support key values
API Endpoint
Search and retrieve structured details about shareholder voting results from Form 8-K filings by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can use your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/material-events/shareholder-voting-results, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/material-events/shareholder-voting-results?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
Search shareholder voting results disclosed in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query: string
Your search criteria in the format field:value defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([, ]), wildcards (*) and search expression grouping with normal brackets ((, )). More information on Lucene is available here. Query examples are available below.
from: integer
Specifies the starting position of your results, allowing for pagination. For instance, set from to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per query. To retrieve all results in your search universe, increment from by the value of the size parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your query locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a filing.filedAt date range filter, e.g., filing.filedAt:[2025-01-01 TO 2025-01-31] (all filings from January 2025), then paginate through the results by incrementing from, and once completed, repeat the process for the next month, and so on.
size: integer
The number of results to be returned per request. Default: 50. Maximum: 50.
sort: array
An array of objects that specify how the returned results are sorted. For example, [{ "filing.filedAt": { "order": "desc" } }] sorts the results by the filing date, most recent filings first. Set order to asc to sort in ascending order.
Request Examples
Find all filings from 2026 that report at least one proposal that shareholders did not approve, with the result sorted by the filing date, starting with the most recent filings. Increment the from parameter by 50 on each subsequent request to paginate through the results.
Retrieve all Item 5.07 disclosures for a specific company using its trading symbol (ticker). In this example, the API returns all filings for the company with the ticker symbol "AEBI", starting with the first disclosure. The result includes the report on the annual meeting and the Form 8-K/A that adds the say-on-pay frequency decision. To retrieve all filings about one meeting, search for its disclosure.chainKey instead.
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request. Each item represents the extracted data from one Form 8-K or 8-K/A filing that discloses Item 5.07.
The data contains only facts that the filing text states, and values that are marked as calculated, such as computed and qa. A value of null or not_stated, or an empty array, means that the text does not state the fact. Vote counts are copied as printed. They are votes, which equal shares only when each share carries one vote. Percentages are numbers from 0 to 100. Dates use the format YYYY-MM-DD, or YYYY-MM and YYYY when the text gives only the month or the year. Amounts are in USD. Some objects, such as terms and reported, are present only when they apply. Each item has the following structure:
schemaVersion: string
Version of the data schema that the record follows, e.g. 1.0.
filing: object
Metadata of the Form 8-K filing and the ticker taken from the cover page of the filing.
accessionNo: string
Accession number of the filing, e.g. 0001193125-26-312503.
cik: string
Central Index Key (CIK) of the filer, without leading zeros, e.g. 18498. For a joint filing, the CIK of the entity whose securities were voted on, e.g. a REIT and not its operating partnership.
ticker: string
Trading symbol of the common stock, e.g. GCO. The value comes from the trading symbol tagged on the cover page of the filing (XBRL dei:TradingSymbol). If the cover page tags several symbols, the value is the common stock symbol, never a preferred stock, debt, warrant, right or unit symbol. If the filing has no tagged symbol, the value comes from the filing metadata. Is null when neither source has a symbol.
tickerSource: string
Source of ticker. dei_trading_symbol is the cover page tag. metadata is the filing metadata. none means that no source has a symbol. Possible values: dei_trading_symbol, metadata, none.
deiTradingSymbols: array of strings
All distinct trading symbols tagged on the cover page, including preferred stock, debt, warrant, right and unit symbols, e.g. ["COLAU", "COLA", "COLAR"]. Placeholders such as N/A are not included. Empty when no symbol is tagged.
metadataTicker: string
Ticker from the filing metadata, e.g. GCO. Is null when the metadata has no ticker.
tickerConflict: boolean
Is true when metadataTicker is different from a ticker taken from the cover page.
tickerNote: string
Note on ticker conflicts or on several listed share classes. Otherwise null.
xbrlFilePrefix: string
Prefix of the XBRL schema file name, e.g. fdx in fdx-20260928.xsd. For information only. The prefix can be an old symbol or a code of the filing agent, so it is never used as the ticker.
companyName: string
Name of the filer, e.g. GENESCO INC.
formType: string
EDGAR form type. Possible values: 8-K, 8-K/A.
filedAt: date
Date and time at which SEC EDGAR accepted the filing, e.g. 2026-07-22T16:52:37-04:00.
periodOfReport: date
Date of the earliest event reported in the filing, from the cover page, e.g. 2026-07-21.
sic: string
Standard Industrial Classification (SIC) code of the filer, e.g. 5661.
otherItems: array of strings
Other Form 8-K items disclosed in the same filing, e.g. ["7.01", "9.01"].
url: string
URL of the main filing document on SEC EDGAR.
disclosure: object
Role of the filing in the chain of filings about one shareholder meeting, the parts of the filing used, and the status of the results.
filingRole: string
Role of the filing in the chain of filings about one meeting. initial is the first Item 5.07 report on the meeting, also when it covers only a reconvened session. amendment_update is a Form 8-K/A. new_8k_update is a later Form 8-K about the same meeting, e.g. for a reconvened session or a cancellation. Possible values: initial, amendment_update, new_8k_update.
chainKey: string
Key that links all filings about one meeting, including adjourned and reconvened sessions and the amendment with the say-on-pay frequency decision. Format: CIK, a hyphen, and the periodOfReport of the first Form 8-K in the chain, e.g. 18498-2026-07-21. Use this key to get all filings about one meeting.
isDeltaUpdate: boolean
Is true when the filing reports only the changes since an earlier filing. In this case, a missing proposal does not mean that no vote took place.
amendmentPurpose: string
Purpose of a Form 8-K/A or a later Form 8-K, as stated. add_frequency_decision adds the say-on-pay frequency decision that Item 5.07(d) requires. add_final_results reports the final results after preliminary results. correct_results corrects counts or outcomes filed earlier. report_later_session reports a reconvened, adjourned, postponed or cancelled session of a meeting that an earlier filing reported. update_redemptions adds or corrects SPAC trust redemption figures. other is described in amendmentPurposeOther. not_applicable is used for initial filings. Possible values: add_frequency_decision, add_final_results, correct_results, report_later_session, update_redemptions, other, not_applicable, not_stated.
amendmentPurposeOther: string
Description of the purpose when amendmentPurpose is other. Otherwise null.
priorDisclosures: array of objects
Earlier filings about the same meeting, named in the text or found on EDGAR.
filingDate: date
Filing date of the earlier filing, e.g. 2026-09-11.
item: string
Form 8-K item of the earlier filing, e.g. 8.01.
accessionNo: string
Accession number of the earlier filing, e.g. 0001213900-26-098977.
textSource: string
Parts of the filing from which the data was extracted. item_body_and_explanatory_note adds the explanatory note of a Form 8-K/A. item_body_and_other_item means that at least one value comes from another item of the same filing, listed in crossReferencedItems. Possible values: item_body, item_body_and_explanatory_note, item_body_and_other_item, exhibit_99, item_body_and_exhibit.
crossReferencedItems: array of objects
Other items of the same filing that Item 5.07 refers to, that refer to Item 5.07, or from which values were extracted. Empty when there are none.
item: string
Item number, e.g. 5.02.
relation: string
Link between the item and Item 5.07. incorporated_into_5_07: Item 5.07 incorporates this item by reference. incorporates_5_07: this item incorporates Item 5.07 by reference. same_event_context: this item describes the same meeting without an incorporation by reference. Possible values: incorporated_into_5_07, incorporates_5_07, same_event_context.
fieldsRead: array of strings
Fields of the record whose values come from this item, e.g. ["meeting.date", "proposals[1].outcome"]. Empty when no value comes from this item.
resultsStatus: string
Status of the results. final and preliminary are used only when the filing uses these words. mixed means that the filing calls the results of some proposals preliminary and of others final. Instruction 1 to Item 5.07 permits preliminary results in the Form 8-K, followed by a Form 8-K/A with the final results. Each filing keeps the results as filed. To get the latest results of a meeting, use the most recent filing in the chain for each proposal number. Possible values: final, preliminary, mixed, not_stated.
textFormatIssue: boolean
Is true when the plain text of at least one vote table has unclear cell boundaries, e.g. headers or numbers that run together, a cell split over two lines, or missing cells. Is false when the filing has no table.
textFormatNote: string
Tables with unclear cell boundaries and the type of problem, e.g. Proposal 1 director table: no separators. Set when textFormatIssue is true. Otherwise null.
textMode: string
Version of the text from which the vote counts were taken. extractor_text is the plain text of Item 5.07. extractor_html is the HTML of Item 5.07, used when the plain text loses table cells. primary_document is the main document of the filing. Possible values: extractor_text, extractor_html, primary_document.
meeting: object
The meeting, the session of a meeting, or the action without a meeting whose results the filing reports.
type: string
Type of meeting as named in the filing. An annual general meeting is annual. An extraordinary general meeting and a court-convened scheme meeting are special. written_consent means that holders, e.g. a controlling stockholder, acted by written consent without a meeting. consent_solicitation means that the company or its sponsor asked all holders for written consents. not_stated is used when the filing says only "the Meeting". Possible values: annual, special, written_consent, consent_solicitation, not_stated.
status: string
Status of the meeting. held: the meeting took place and all reported proposals were put to a vote. adjourned: the meeting took place and was adjourned before at least one scheduled proposal was voted on. postponed: the meeting was moved to a later date before it took place. cancelled: the meeting, or its adjourned remainder, will not take place. reconvened: the filing reports a later session of an adjourned meeting. Possible values: held, adjourned, postponed, cancelled, reconvened.
date: date
Date of the meeting or of the session that the filing reports, e.g. 2026-07-21. For a postponed or cancelled meeting, the scheduled date. For a written consent, the effective date of the consent. For a consent solicitation, the date on which the solicitation ended.
dateSource: string
Source of meeting.date. item_text: Item 5.07 or the explanatory note of a Form 8-K/A. other_item_same_filing: another item of the same filing. prior_filing: an earlier filing about the same meeting. period_of_report_fallback: no text gives a usable date, so the value is the periodOfReport of the filing. Possible values: item_text, other_item_same_filing, prior_filing, period_of_report_fallback.
recordDate: date
Record date, only when the filing calls the date the record date, e.g. 2026-06-11.
rescheduledToDate: date
New date of an adjourned or postponed meeting, as stated. Otherwise null.
originalSessionDate: date
Date of the first session of the meeting, when the filing reports a later session. Is null when the filing reports the first session.
priorSessionDates: array of dates
Dates of all earlier sessions of the meeting, oldest first, e.g. ["2026-09-10", "2026-09-28", "2026-09-29"]. Empty when the filing reports the first session.
contested: boolean
Is true when the filing states that there were opposing nominees or a contested meeting, e.g. through a group label such as "Opposition Nominees". Is false when the filing states that the election was not contested. Is null when the filing does not state it.
dissidents: array of strings
Names of the shareholders who ran opposing nominees or proposals, as named in the filing, e.g. ["Bradley Radoff"]. Can be empty in a contested election when the filing names no dissident.
quorumStated: boolean
Is true when the filing states that a quorum was present.
sharesOutstanding: integer
Shares outstanding or entitled to vote at the record date, when one class votes. Is null when the filing gives counts per class (see shareClasses).
sharesPresent: integer
Attendance as printed, e.g. 9535836. The value is the shares or votes present in person or by proxy, or the shares voted when the filing gives no figure for shares present. presentBasis states which figure it is. If the filing prints the shares and the votes that the shares carry, this field holds the shares and votingPower.present holds the votes.
pctPresentReported: number
Percentage present as printed, e.g. 85.63.
presentBasis: string
Meaning of sharesPresent and shareClasses.present. present_or_represented: shares present in person or by proxy. votes_represented: votes represented. shares_voted: shares that voted. Is null when the filing prints no attendance figure. Possible values: present_or_represented, votes_represented, shares_voted.
votingPower: object
Votes, not shares, printed next to the share counts when share classes carry different numbers of votes. Is null when the filing prints no such figure.
outstanding: integer
Votes carried by the outstanding shares, as printed.
present: integer
Votes represented at the meeting, as printed, e.g. 5449075.
shareClasses: array of objects
Attendance per share class, when the filing reports it for a named class. When the classes vote together and the filing gives one combined attendance figure, present is null for each class and the combined figure is in sharesPresent.
className: string
Name of the class as printed, e.g. common stock.
outstanding: integer
Shares of the class outstanding at the record date, e.g. 11106973.
present: integer
Shares of the class present or represented, e.g. 9534652.
pctPresentReported: number
Percentage present for the class, as printed.
votesPerShare: number
Votes per share of the class, only when Item 5.07 states it, e.g. 10 for ten votes per share or 0.1 for one-tenth of one vote per share.
votingPower: object
Votes carried by the class, when printed next to its share count. Otherwise null.
outstanding: integer
Votes carried by the outstanding shares of the class, e.g. 16080310.
present: integer
Votes of the class represented at the meeting.
proposals: array of objects
One item for each matter reported in the filing, in the printed order, also when the matter was not voted on.
number: string
Number of the proposal as printed, e.g. 1, 2.1 or 3(b). Enclosing parentheses and prefixes such as No. are removed. When no number is printed, the value is the printed name of the proposal, e.g. Say-on-Frequency Proposal, or unnumbered: followed by a short label. When one filing reports several meetings, the number starts with the meeting name, e.g. Scheme Meeting 1. Unique within a record.
category: string
Subject of the proposal. Each proposal has one category. shareholder_proposal is used for every proposal that the filing labels as a shareholder proposal, whatever its subject. say_on_pay is the advisory vote on executive compensation. say_on_frequency is the advisory vote on how often to hold the say-on-pay vote. merger_related_compensation is the advisory vote on executive compensation in connection with a merger or sale. binding_pay_vote is a binding approval of compensation amounts or a compensation policy under home-country law. auditor_ratification means that shareholders ratify an auditor that the board or the audit committee selected. auditor_appointment means that shareholders appoint the auditor under home-country law. spac_extension, trust_amendment and spac_business_combination apply only to special purpose acquisition companies (SPACs). advisory_governing_documents is a non-binding vote on provisions of a charter or bylaws that another proposal adopts. share_capital_authority is a general authority under home-country law to issue, allot or repurchase shares (see categorySubtype). director_nomination_recommendation is a separate vote on a recommendation for a director nomination. other is described in categoryOther. Possible values: director_election, director_nomination_recommendation, say_on_pay, say_on_frequency, merger_related_compensation, binding_pay_vote, compensation_report, auditor_ratification, auditor_appointment, equity_plan, option_repricing, charter_amendment, advisory_governing_documents, reverse_split, authorized_shares, reincorporation, share_issuance, share_capital_authority, merger, spac_business_combination, spac_extension, trust_amendment, financial_statements_approval, profit_allocation, dividend, discharge_of_liability, adjournment, shareholder_proposal, other, not_stated.
categoryOther: string
Short label in snake_case when category is other, e.g. director_cooptation_ratification. Otherwise null.
categorySubtype: string
Type of authority when category is share_capital_authority, e.g. allot_issue, allot_issue_without_preemption, preemption_disapplication, greenshoe, repurchase, treasury_reissue_price, capital_reduction or overall_cap. Otherwise null.
title: string
Short title of the proposal, e.g. Advisory vote on named executive officer compensation.
session: object
Meeting or session at which the proposal was voted on, when one filing reports several meetings, e.g. a scheme meeting and an extraordinary general meeting on the same day, or several sessions of one meeting. Is null when the filing reports one meeting and one session.
meetingName: string
Name of the meeting as printed, e.g. Scheme Meeting, when the filing reports several meetings. Otherwise null.
sessionDate: date
Date of the session at which the proposal was voted on or scheduled, e.g. 2026-05-11.
proponent: string
Party that put the proposal on the ballot. Possible values: management, shareholder, not_stated.
proponentBasis: string
Basis of proponent. labeled_in_text means that the filing calls the proposal a shareholder proposal or a company proposal. default_rule means that the filing gives no label, so the proposal is classified as management. Possible values: labeled_in_text, default_rule.
subjectEntity: string
Entity whose governance or securities the proposal concerns. registrant is the filer. successor is a different entity that will be the parent or listed company after a transaction, e.g. the new holding company after a SPAC business combination. other is any other entity named in the filing. Possible values: registrant, successor, other.
subjectEntityName: string
Name of the entity as printed when subjectEntity is successor or other, e.g. WISeSat.Space Holdings Corp. (“Pubco”). Otherwise null.
recommendation: string
Recommendation of the board, only when Item 5.07 states it. Possible values: for, against, one_year, two_years, three_years, none, not_stated.
outcome: string
Result of the vote as stated in the filing. Never calculated from the counts, because the required vote differs between proposals and filings rarely state it. pending means that the meeting was adjourned for this proposal to allow more time for voting, or that the result is preliminary and the filing states no outcome. not_voted means that the proposal was not put to a vote, e.g. an adjournment proposal that was not needed, or a proposal of a postponed or cancelled meeting. Counts printed for such a proposal are copied as printed. not_stated means that the filing prints counts but no result. Possible values: approved, not_approved, pending, withdrawn, not_voted, not_stated.
voteStandardStated: string
Vote required for approval, only as Item 5.07 states it. plurality: the nominees with the most votes win. majority_of_votes_cast: more votes for than against, abstentions not included. majority_of_shares_present: a majority of the shares present or represented and entitled to vote, abstentions count as votes against. majority_of_outstanding: a majority of the shares outstanding or entitled to vote. supermajority: a stated threshold above a simple majority, e.g. two-thirds. other is described in voteStandardOther. Never taken from state law, the bylaws, the proxy statement or the counts. Possible values: plurality, majority_of_votes_cast, majority_of_shares_present, majority_of_outstanding, supermajority, other, not_stated.
voteStandardOther: string
Description of the standard when voteStandardStated is other, e.g. majority vote (basis not specified). Otherwise null.
voteStandardQuote: string
Phrase from the filing that states the standard. Set when voteStandardStated is not not_stated. Otherwise null.
resolutionType: string
Type of resolution under home-country company law, as the filing names it, e.g. "by ordinary resolution" or "as a special resolution". Used by companies incorporated in, e.g., the Cayman Islands, the UK, Ireland, Bermuda or British Columbia. The threshold that the type implies is not included in voteStandardStated. other is described in resolutionTypeOther. Possible values: ordinary, special, other, not_stated.
resolutionTypeOther: string
Description of the resolution type when resolutionType is other, e.g. extraordinary resolution. Otherwise null.
countUnit: string
Unit of the counts as the filing names it. votes when a column header or the text calls the counts votes, e.g. "Votes For". shares when the text calls the counts shares. not_stated when the filing names no unit or the proposal has no counts. Votes equal shares only when each share carries one vote. Possible values: shares, votes, not_stated.
votingGroup: string
Share classes that voted on the combined or only tally of the proposal, when the filing states it, e.g. Class A and Class B voting together. Separate class tallies are in classVotes.
votesFor: integer
Votes for the proposal, as printed. For a director election, the value is null unless the filing prints a total row for the election. The results per nominee are in nominees.
votesAgainst: integer
Votes against the proposal, as printed.
abstentions: integer
Abstentions, as printed. A combined Withheld/Abstained column is stored here, and combinedColumn is true.
withheld: integer
Votes withheld, only when a column of a proposal that is not a director election is headed "Withheld" alone. Withheld votes in director elections are in nominees.
brokerNonVotes: integer
Broker non-votes, as printed. If the filing states the number once in a sentence, e.g. "There were 300,133 broker non-votes", the value is that number.
uncast: integer
Count in an "Uncast" column, i.e. shares present but not cast on this proposal. Is null when the table has no such column.
cellTokens: object
Non-numeric tokens printed in count cells, keyed by the count field, e.g. {"brokerNonVotes": "–"}. The object is empty when every cell prints a number or has no column. Token rule for all count fields: a dash such as -, – or -0- gives 0. N/A, NA or a mark defined as not applicable, e.g. *, gives 0 in the broker non-votes column and null in all other columns. A statement such as "no broker non-votes" gives 0. An empty cell or a missing column gives null.
votesFor: string
Token printed in the votesFor cell.
votesAgainst: string
Token printed in the votesAgainst cell.
abstentions: string
Token printed in the abstentions cell.
withheld: string
Token printed in the withheld cell.
uncast: string
Token printed in the uncast cell.
brokerNonVotes: string
Token printed in the brokerNonVotes cell.
oneYear: string
Token printed in the oneYear cell.
twoYears: string
Token printed in the twoYears cell.
threeYears: string
Token printed in the threeYears cell.
combinedColumn: boolean
Is true when the table prints one column for withheld votes and abstentions together, e.g. "Withheld/Abstained". For director nominees, the counts of this column are in withheld. For all other proposals and for classVotes, they are in abstentions.
classVotes: array of objects
Separate tallies of a share class or voting group, printed next to the combined tally, or a class vote stated only in words. The proposal-level counts hold the combined tally or the only tally printed. Director elections in which each class elects its own nominees use nominees.votingGroup.
votingGroup: string
Class or group as printed, e.g. Class A common stock, voting as a separate voting group.
votesFor: integer
Votes for.
votesAgainst: integer
Votes against.
abstentions: integer
Abstentions.
withheld: integer
Votes withheld.
brokerNonVotes: integer
Broker non-votes of this class. Is null when the filing states them only for the proposal.
uncast: integer
Uncast count of this class, as printed.
statedVote: string
Vote of the class when the filing states it in words and prints no count, e.g. a sole preferred holder that "voted For each of the proposals". Is null when counts are printed or nothing is stated. Possible values: for, against, abstain.
cellTokens: object
Non-numeric tokens printed in the count cells of this class row. Same rules as proposals.cellTokens.
votesFor: string
Token printed in the votesFor cell.
votesAgainst: string
Token printed in the votesAgainst cell.
abstentions: string
Token printed in the abstentions cell.
withheld: string
Token printed in the withheld cell.
uncast: string
Token printed in the uncast cell.
brokerNonVotes: string
Token printed in the brokerNonVotes cell.
oneYear: string
Token printed in the oneYear cell.
twoYears: string
Token printed in the twoYears cell.
threeYears: string
Token printed in the threeYears cell.
frequencyVotes: object
Counts of a say-on-frequency vote with one ballot and the options 1, 2 and 3 years. Abstentions and broker non-votes are in the proposal-level fields. Is null for all other proposals, and when the filing puts each option as a separate resolution (see frequencyOption).
oneYear: integer
Votes for a vote every year, e.g. 8179958.
twoYears: integer
Votes for a vote every two years, e.g. 4167.
threeYears: integer
Votes for a vote every three years, e.g. 1038421.
pluralityOption: string
Option with the most votes. Calculated from the counts. Possible values: one_year, two_years, three_years.
pluralityPct: number
Votes for the leading option in percent of the votes for all three options, e.g. 88.7. Calculated from the counts.
frequencyOption: string
Option of the resolution when the filing puts the say-on-frequency vote as three separate resolutions (every 1, 2 or 3 years), each with its own For, Against and Abstain counts and outcome. Each resolution is a separate proposal, and its counts are in votesFor, votesAgainst and abstentions. Is null for a single-ballot vote and for all other categories. Possible values: one_year, two_years, three_years.
nominees: array of objects
Results for each director or trustee nominee of a director election, as printed. Empty for all other proposals.
name: string
Name of the nominee as printed, including suffixes and degrees, e.g. Joanna Barsh.
side: string
Group of the nominee in a contested election. company and dissident are used only when meeting.contested is true and the filing labels the nominee group or names who proposed the nominee, e.g. "Company Nominees" or "Opposition Nominees". In all other cases, the value is not_stated. Possible values: company, dissident, not_stated.
votingGroup: string
Share class that elects this nominee when the classes vote separately within one matter, e.g. Class A. Is null when one class votes or the filing does not state it.
role: string
Seat or office when the vote is for a specific role, e.g. Chair of the Board of Directors. Is null for an ordinary board seat.
votesFor: integer
Votes for the nominee, e.g. 8355108.
votesAgainst: integer
Votes against the nominee. Used in majority voting tables.
withheld: integer
Votes withheld, e.g. 1092535. A combined Withheld/Abstained column is stored here, and combinedColumn of the proposal is true.
abstentions: integer
Abstentions.
brokerNonVotes: integer
Broker non-votes. If the filing states one number for the whole election, every nominee row has that number.
elected: boolean
Is true or false when the filing states whether the nominee was elected, also through a general statement such as "All proposals were approved". Never calculated from the counts. Is null when the filing does not state it, e.g. when it gives only the number of elected nominees (see electedCountStated), or when a director who did not receive the required vote continues to serve.
computed: object
Support percentages calculated from the counts, rounded to two decimals. Not read from the filing. Not calculated for say-on-frequency rows.
supportPctForAgainst: number
Support in percent of votes cast: 100 × for / (for + against). If the row has no Against count, withheld votes are used in place of votes against. Abstentions, uncast votes and broker non-votes are not included. Is null when the row has neither an Against nor a Withheld count. This basis applies to a majority-of-votes-cast standard.
supportPctForAgainstAbstain: number
Support in percent of votes present and voting: 100 × for / (for + against + withheld + abstentions), with each of these columns that the row prints. Uncast votes and broker non-votes are not included. Is null when the row prints only a For count. This basis applies to a majority-of-shares-present standard.
reported: object
Support percentage printed by the company for this nominee. Present only when the filing prints one.
pctFor: number
Support percentage as printed by the company, e.g. 90.6.
basisMatched: string
Calculation basis that gives the printed percentage. for_against and for_against_abstain are the two bases in computed. both means that the two bases give the same printed value. for_outstanding means that the printed percentage uses the shares or votes outstanding as the denominator. not_matched means that no basis gives the printed value, or that the filing prints a percentage without counts. For a say-on-frequency vote, the votes against are the votes for the other two options. Possible values: for_against, for_against_abstain, both, for_outstanding, not_matched.
rounding: string
Method that the company used to reduce the percentage to the printed decimals. truncated means that the digits were cut off, e.g. 98.92 printed for 98.9284. Is null when basisMatched is for_outstanding or not_matched. Possible values: rounded, truncated.
uncast: integer
Count in an "Uncast" column, i.e. shares present but not cast for this nominee. Is null when the table has no such column.
cellTokens: object
Non-numeric tokens printed in the count cells of this nominee row. Same rules as proposals.cellTokens.
votesFor: string
Token printed in the votesFor cell.
votesAgainst: string
Token printed in the votesAgainst cell.
abstentions: string
Token printed in the abstentions cell.
withheld: string
Token printed in the withheld cell.
uncast: string
Token printed in the uncast cell.
brokerNonVotes: string
Token printed in the brokerNonVotes cell.
oneYear: string
Token printed in the oneYear cell.
twoYears: string
Token printed in the twoYears cell.
threeYears: string
Token printed in the threeYears cell.
electedCountStated: integer
Number of elected nominees as the filing states it, e.g. 9 for "nine were elected". Only for director elections. Is null when the filing states no number, or when one statement covers several election proposals. Never calculated from the counts.
terms: object
Terms of the proposal stated in the filing. Present only when the filing states such terms.
reverseSplitRatioLow: number
Lower bound N of a 1-for-N reverse stock split range, e.g. 15 for a range from 1-for-15 to 1-for-35.
reverseSplitRatioHigh: number
Upper bound N of a 1-for-N reverse stock split range, e.g. 35.
authorizedSharesFrom: integer
Number of authorized shares before the change, e.g. 490000000.
authorizedSharesTo: integer
Number of authorized shares after the change, of the class that the proposal names, e.g. 675000000. Also used for a new class, e.g. new preferred stock.
adjournedTo: date
New meeting date when an adjournment proposal was used, e.g. 2026-10-07.
computed: object
Support percentages calculated from the counts, rounded to two decimals. Not read from the filing. Not calculated for say-on-frequency rows. For a director election, calculated only from a printed total row.
supportPctForAgainst: number
Support in percent of votes cast: 100 × for / (for + against). If the row has no Against count, withheld votes are used in place of votes against. Abstentions, uncast votes and broker non-votes are not included. Is null when the row has neither an Against nor a Withheld count. This basis applies to a majority-of-votes-cast standard.
supportPctForAgainstAbstain: number
Support in percent of votes present and voting: 100 × for / (for + against + withheld + abstentions), with each of these columns that the row prints. Uncast votes and broker non-votes are not included. Is null when the row prints only a For count. This basis applies to a majority-of-shares-present standard.
reported: object
Support percentage printed by the company. Present only when the filing prints one.
pctFor: number
Support percentage as printed by the company, e.g. 90.6.
basisMatched: string
Calculation basis that gives the printed percentage. for_against and for_against_abstain are the two bases in computed. both means that the two bases give the same printed value. for_outstanding means that the printed percentage uses the shares or votes outstanding as the denominator. not_matched means that no basis gives the printed value, or that the filing prints a percentage without counts. For a say-on-frequency vote, the votes against are the votes for the other two options. Possible values: for_against, for_against_abstain, both, for_outstanding, not_matched.
rounding: string
Method that the company used to reduce the percentage to the printed decimals. truncated means that the digits were cut off, e.g. 98.92 printed for 98.9284. Is null when basisMatched is for_outstanding or not_matched. Possible values: rounded, truncated.
frequencyDecision: object
Decision of the company on how often to hold the say-on-pay vote, in light of the say-on-frequency vote, as required by Item 5.07(d).
status: string
disclosed: the filing states the decision. not_disclosed: the filing reports a say-on-frequency vote without a decision, so a Form 8-K/A with the decision is due. not_applicable: the filing reports no say-on-frequency vote. Possible values: disclosed, not_disclosed, not_applicable.
frequency: string
Decided frequency of the say-on-pay vote. Possible values: one_year, two_years, three_years.
decisionDate: date
Date of the board decision, when stated, e.g. 2026-08-11.
consistentWithPlurality: boolean
Is true or false when the filing states that the decision follows or does not follow the option with the most votes, or names that option. Is null when the filing says only that the decision was made in light of the vote.
consistentWithBoardRecommendation: boolean
Is true or false when the filing states whether the decision matches the recommendation of the board. Otherwise null.
nextFrequencyVoteBy: string
Latest date or meeting for the next say-on-frequency vote, as stated, e.g. 2032 annual meeting.
daysAfterMeeting: integer
Calendar days from meeting.date to the filing date, i.e. the date part of filing.filedAt, e.g. 127. Calculated, not read from the filing. Set only when status is disclosed and the meeting date has a day. Item 5.07(d) requires the decision no later than 150 calendar days after the meeting. The second deadline, 60 calendar days before the deadline for shareholder proposals under Rule 14a-8, is not checked.
redemptions: object
Redemptions from the trust account of a special purpose acquisition company (SPAC), reported with the vote, e.g. on an extension or a business combination. Is null when the filing reports no redemptions. Amounts are in USD, e.g. "approximately $12.3 million" gives 12300000.
shares: integer
Number of shares whose holders redeemed or tendered for redemption, e.g. 13540384.
amountUSD: number
Total redemption amount paid or payable from the trust account, e.g. 145000000.
trustRemainingUSD: number
Amount that remains in the trust account after the redemptions, e.g. 39700000.
pricePerShareUSD: number
Redemption price per share, e.g. 10.71.
publicSharesOutstandingAfter: integer
Public shares that remain outstanding after the redemptions, when the filing uses the words "public shares".
sharesOutstandingAfter: object
Shares outstanding after the redemptions, when the filing gives a total or a class count and not the public shares. If the filing lists several classes, the class whose holders could redeem. Is null when not stated.
shares: integer
Share count as printed, e.g. 10702490.
classLabel: string
Class or scope as printed, e.g. Class A Ordinary Shares.
qa: object
Consistency checks calculated for the record, and notes on anomalies. Not extracted from the filing.
sumChecks: array of objects
For each proposal row and each nominee row, the sum of all counts compared with a reference total.
row: string
Proposal number, or proposal number and nominee name for a nominee row, e.g. 1 / Joanna Barsh.
total: integer
Sum of all counts of the row: for, against, abstentions, withheld, uncast, frequency options and broker non-votes.
reference: integer
Reference total. Is null when there is no reference.
referenceSource: string
Source of reference. shares_present: meeting.sharesPresent. modal_row_total: the most common row total in the record. voting_group_modal_row_total: the most common row total among the rows of the same voting group, for classes that elect different directors. none: no common reference. Possible values: shares_present, modal_row_total, voting_group_modal_row_total, none.
diff: integer
total minus reference, e.g. -88193.
note: string
Reason why the row total is different from the reference. Set when diff is not zero. If the filing does not state the reason, the note says so and marks a possible explanation as unverified.
votingGroup: string
Voting group of the row when referenceSource is voting_group_modal_row_total. Otherwise null.
notes: array of strings
Notes on anomalies in the filing, e.g. a vote standard printed under the wrong proposal.
evidence: object
Two to five short quotes from the filing that support key values. Each key is the path of a field, e.g. meeting.sharesPresent, and each value is the quote.
Response Example
1
{
2
"total": {
3
"value": 1,
4
"relation": "eq"
5
},
6
"data": [
7
{
8
"schemaVersion": "1.0",
9
"filing": {
10
"accessionNo": "0001193125-26-312503",
11
"cik": "18498",
12
"ticker": "GCO",
13
"tickerSource": "dei_trading_symbol",
14
"deiTradingSymbols": [
15
"GCO"
16
],
17
"metadataTicker": "GCO",
18
"tickerConflict": false,
19
"tickerNote": null,
20
"xbrlFilePrefix": "gco",
21
"companyName": "GENESCO INC",
22
"formType": "8-K",
23
"filedAt": "2026-07-22T16:52:37-04:00",
24
"periodOfReport": "2026-07-21",
25
"sic": "5661",
26
"otherItems": [],
27
"url": "https://www.sec.gov/Archives/edgar/data/18498/000119312526312503/d165857d8k.htm"
28
},
29
"disclosure": {
30
"filingRole": "initial",
31
"chainKey": "18498-2026-07-21",
32
"isDeltaUpdate": false,
33
"amendmentPurpose": "not_applicable",
34
"amendmentPurposeOther": null,
35
"priorDisclosures": [],
36
"textSource": "item_body",
37
"crossReferencedItems": [],
38
"resultsStatus": "final",
39
"textFormatIssue": false,
40
"textFormatNote": null,
41
"textMode": "extractor_text"
42
},
43
"meeting": {
44
"type": "annual",
45
"status": "held",
46
"date": "2026-07-21",
47
"dateSource": "item_text",
48
"recordDate": "2026-06-11",
49
"rescheduledToDate": null,
50
"originalSessionDate": null,
51
"priorSessionDates": [],
52
"contested": true,
53
"dissidents": [
54
"Bradley Radoff"
55
],
56
"quorumStated": true,
57
"sharesOutstanding": null,
58
"sharesPresent": 9535836,
59
"pctPresentReported": 85.63,
60
"presentBasis": "votes_represented",
61
"votingPower": null,
62
"shareClasses": [
63
{
64
"className": "common stock",
65
"outstanding": 11106973,
66
"present": 9534652,
67
"pctPresentReported": null,
68
"votesPerShare": 1,
69
"votingPower": null
70
},
71
{
72
"className": "Employees’ Subordinated Convertible Preferred Stock",
73
"outstanding": 28495,
74
"present": 1184,
75
"pctPresentReported": null,
76
"votesPerShare": 1,
77
"votingPower": null
78
}
79
]
80
},
81
"proposals": [
82
{
83
"number": "1",
84
"category": "director_election",
85
"categoryOther": null,
86
"categorySubtype": null,
87
"title": "Elect nine directors (Company nominees vs Bradley Radoff nominees)",
88
"session": null,
89
"proponent": "management",
90
"proponentBasis": "default_rule",
91
"subjectEntity": "registrant",
92
"subjectEntityName": null,
93
"recommendation": "not_stated",
94
"outcome": "approved",
95
"voteStandardStated": "not_stated",
96
"voteStandardOther": null,
97
"voteStandardQuote": null,
98
"resolutionType": "not_stated",
99
"resolutionTypeOther": null,
100
"countUnit": "votes",
101
"votingGroup": null,
102
"votesFor": null,
103
"votesAgainst": null,
104
"abstentions": null,
105
"brokerNonVotes": null,
106
"cellTokens": {},
107
"withheld": null,
108
"uncast": null,
109
"combinedColumn": false,
110
"classVotes": [],
111
"frequencyVotes": null,
112
"frequencyOption": null,
113
"nominees": [
114
{
115
"name": "Joanna Barsh",
116
"side": "company",
117
"votingGroup": null,
118
"role": null,
119
"votesFor": 8355108,
120
"votesAgainst": null,
121
"withheld": 1092535,
122
"abstentions": null,
123
"brokerNonVotes": null,
124
"elected": null,
125
"uncast": null,
126
"computed": {
127
"supportPctForAgainst": 88.44,
128
"supportPctForAgainstAbstain": 88.44
129
},
130
"cellTokens": {}
131
},
132
{
133
"name": "Matthew M. Bilunas",
134
"side": "company",
135
"votingGroup": null,
136
"role": null,
137
"votesFor": 8447722,
138
"votesAgainst": null,
139
"withheld": 994055,
140
"abstentions": null,
141
"brokerNonVotes": null,
142
"elected": null,
143
"uncast": null,
144
"computed": {
145
"supportPctForAgainst": 89.47,
146
"supportPctForAgainstAbstain": 89.47
147
},
148
"cellTokens": {}
149
},
150
{
151
"name": "Carolyn Bojanowski",
152
"side": "company",
153
"votingGroup": null,
154
"role": null,
155
"votesFor": 8481171,
156
"votesAgainst": null,
157
"withheld": 960636,
158
"abstentions": null,
159
"brokerNonVotes": null,
160
"elected": null,
161
"uncast": null,
162
"computed": {
163
"supportPctForAgainst": 89.83,
164
"supportPctForAgainstAbstain": 89.83
165
},
166
"cellTokens": {}
167
},
168
{
169
"name": "John F. Lambros",
170
"side": "company",
171
"votingGroup": null,
172
"role": null,
173
"votesFor": 8447734,
174
"votesAgainst": null,
175
"withheld": 994073,
176
"abstentions": null,
177
"brokerNonVotes": null,
178
"elected": null,
179
"uncast": null,
180
"computed": {
181
"supportPctForAgainst": 89.47,
182
"supportPctForAgainstAbstain": 89.47
183
},
184
"cellTokens": {}
185
},
186
{
187
"name": "Thurgood Marshall, Jr.",
188
"side": "company",
189
"votingGroup": null,
190
"role": null,
191
"votesFor": 8398000,
192
"votesAgainst": null,
193
"withheld": 1049626,
194
"abstentions": null,
195
"brokerNonVotes": null,
196
"elected": null,
197
"uncast": null,
198
"computed": {
199
"supportPctForAgainst": 88.89,
200
"supportPctForAgainstAbstain": 88.89
201
},
202
"cellTokens": {}
203
},
204
{
205
"name": "Angel R. Martinez",
206
"side": "company",
207
"votingGroup": null,
208
"role": null,
209
"votesFor": 8480265,
210
"votesAgainst": null,
211
"withheld": 961132,
212
"abstentions": null,
213
"brokerNonVotes": null,
214
"elected": null,
215
"uncast": null,
216
"computed": {
217
"supportPctForAgainst": 89.82,
218
"supportPctForAgainstAbstain": 89.82
219
},
220
"cellTokens": {}
221
},
222
{
223
"name": "Mary E. Meixelsperger",
224
"side": "company",
225
"votingGroup": null,
226
"role": null,
227
"votesFor": 8446119,
228
"votesAgainst": null,
229
"withheld": 995300,
230
"abstentions": null,
231
"brokerNonVotes": null,
232
"elected": null,
233
"uncast": null,
234
"computed": {
235
"supportPctForAgainst": 89.46,
236
"supportPctForAgainstAbstain": 89.46
237
},
238
"cellTokens": {}
239
},
240
{
241
"name": "Gregory A. Sandfort",
242
"side": "company",
243
"votingGroup": null,
244
"role": null,
245
"votesFor": 8447402,
246
"votesAgainst": null,
247
"withheld": 994390,
248
"abstentions": null,
249
"brokerNonVotes": null,
250
"elected": null,
251
"uncast": null,
252
"computed": {
253
"supportPctForAgainst": 89.47,
254
"supportPctForAgainstAbstain": 89.47
255
},
256
"cellTokens": {}
257
},
258
{
259
"name": "Mimi E. Vaughn",
260
"side": "company",
261
"votingGroup": null,
262
"role": null,
263
"votesFor": 8420678,
264
"votesAgainst": null,
265
"withheld": 1026966,
266
"abstentions": null,
267
"brokerNonVotes": null,
268
"elected": null,
269
"uncast": null,
270
"computed": {
271
"supportPctForAgainst": 89.13,
272
"supportPctForAgainstAbstain": 89.13
273
},
274
"cellTokens": {}
275
},
276
{
277
"name": "Westervelt T. Ballard, Jr.",
278
"side": "dissident",
279
"votingGroup": null,
280
"role": null,
281
"votesFor": 1034186,
282
"votesAgainst": null,
283
"withheld": 8318340,
284
"abstentions": null,
285
"brokerNonVotes": null,
286
"elected": null,
287
"uncast": null,
288
"computed": {
289
"supportPctForAgainst": 11.06,
290
"supportPctForAgainstAbstain": 11.06
291
},
292
"cellTokens": {}
293
},
294
{
295
"name": "Paula J. Poskon",
296
"side": "dissident",
297
"votingGroup": null,
298
"role": null,
299
"votesFor": 1032892,
300
"votesAgainst": null,
301
"withheld": 8319579,
302
"abstentions": null,
303
"brokerNonVotes": null,
304
"elected": null,
305
"uncast": null,
306
"computed": {
307
"supportPctForAgainst": 11.04,
308
"supportPctForAgainstAbstain": 11.04
309
},
310
"cellTokens": {}
311
}
312
],
313
"electedCountStated": 9
314
},
315
{
316
"number": "2",
317
"category": "say_on_pay",
318
"categoryOther": null,
319
"categorySubtype": null,
320
"title": "Advisory vote on named executive officer compensation",
321
"session": null,
322
"proponent": "management",
323
"proponentBasis": "default_rule",
324
"subjectEntity": "registrant",
325
"subjectEntityName": null,
326
"recommendation": "not_stated",
327
"outcome": "approved",
328
"voteStandardStated": "not_stated",
329
"voteStandardOther": null,
330
"voteStandardQuote": null,
331
"resolutionType": "not_stated",
332
"resolutionTypeOther": null,
333
"countUnit": "votes",
334
"votingGroup": null,
335
"votesFor": 8188814,
336
"votesAgainst": 1062500,
337
"abstentions": 198514,
338
"brokerNonVotes": 86008,
339
"cellTokens": {},
340
"withheld": null,
341
"uncast": null,
342
"combinedColumn": false,
343
"classVotes": [],
344
"frequencyVotes": null,
345
"frequencyOption": null,
346
"nominees": [],
347
"electedCountStated": null,
348
"computed": {
349
"supportPctForAgainst": 88.52,
350
"supportPctForAgainstAbstain": 86.66
351
}
352
},
353
{
354
"number": "3",
355
"category": "equity_plan",
356
"categoryOther": null,
357
"categorySubtype": null,
358
"title": "Fourth Amended and Restated 2020 Equity Incentive Plan",
359
"session": null,
360
"proponent": "management",
361
"proponentBasis": "default_rule",
362
"subjectEntity": "registrant",
363
"subjectEntityName": null,
364
"recommendation": "not_stated",
365
"outcome": "approved",
366
"voteStandardStated": "not_stated",
367
"voteStandardOther": null,
368
"voteStandardQuote": null,
369
"resolutionType": "not_stated",
370
"resolutionTypeOther": null,
371
"countUnit": "votes",
372
"votingGroup": null,
373
"votesFor": 5142232,
374
"votesAgainst": 4300596,
375
"abstentions": 7000,
376
"brokerNonVotes": 86008,
377
"cellTokens": {},
378
"withheld": null,
379
"uncast": null,
380
"combinedColumn": false,
381
"classVotes": [],
382
"frequencyVotes": null,
383
"frequencyOption": null,
384
"nominees": [],
385
"electedCountStated": null,
386
"computed": {
387
"supportPctForAgainst": 54.46,
388
"supportPctForAgainstAbstain": 54.42
389
}
390
},
391
{
392
"number": "4",
393
"category": "auditor_ratification",
394
"categoryOther": null,
395
"categorySubtype": null,
396
"title": "Ratify Deloitte & Touche LLP for fiscal 2027",
397
"session": null,
398
"proponent": "management",
399
"proponentBasis": "default_rule",
400
"subjectEntity": "registrant",
401
"subjectEntityName": null,
402
"recommendation": "not_stated",
403
"outcome": "approved",
404
"voteStandardStated": "not_stated",
405
"voteStandardOther": null,
406
"voteStandardQuote": null,
407
"resolutionType": "not_stated",
408
"resolutionTypeOther": null,
409
"countUnit": "votes",
410
"votingGroup": null,
411
"votesFor": 8435800,
412
"votesAgainst": 1094033,
413
"abstentions": 6003,
414
"brokerNonVotes": null,
415
"cellTokens": {},
416
"withheld": null,
417
"uncast": null,
418
"combinedColumn": false,
419
"classVotes": [],
420
"frequencyVotes": null,
421
"frequencyOption": null,
422
"nominees": [],
423
"electedCountStated": null,
424
"computed": {
425
"supportPctForAgainst": 88.52,
426
"supportPctForAgainstAbstain": 88.46
427
}
428
}
429
],
430
"frequencyDecision": {
431
"status": "not_applicable",
432
"frequency": null,
433
"decisionDate": null,
434
"consistentWithPlurality": null,
435
"consistentWithBoardRecommendation": null,
436
"nextFrequencyVoteBy": null,
437
"daysAfterMeeting": null
438
},
439
"redemptions": null,
440
"qa": {
441
"sumChecks": [
442
{
443
"row": "1 / Joanna Barsh",
444
"total": 9447643,
445
"reference": 9535836,
446
"referenceSource": "shares_present",
447
"diff": -88193,
448
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
449
},
450
{
451
"row": "1 / Matthew M. Bilunas",
452
"total": 9441777,
453
"reference": 9535836,
454
"referenceSource": "shares_present",
455
"diff": -94059,
456
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
457
},
458
{
459
"row": "1 / Carolyn Bojanowski",
460
"total": 9441807,
461
"reference": 9535836,
462
"referenceSource": "shares_present",
463
"diff": -94029,
464
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
465
},
466
{
467
"row": "1 / John F. Lambros",
468
"total": 9441807,
469
"reference": 9535836,
470
"referenceSource": "shares_present",
471
"diff": -94029,
472
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
473
},
474
{
475
"row": "1 / Thurgood Marshall, Jr.",
476
"total": 9447626,
477
"reference": 9535836,
478
"referenceSource": "shares_present",
479
"diff": -88210,
480
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
481
},
482
{
483
"row": "1 / Angel R. Martinez",
484
"total": 9441397,
485
"reference": 9535836,
486
"referenceSource": "shares_present",
487
"diff": -94439,
488
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
489
},
490
{
491
"row": "1 / Mary E. Meixelsperger",
492
"total": 9441419,
493
"reference": 9535836,
494
"referenceSource": "shares_present",
495
"diff": -94417,
496
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
497
},
498
{
499
"row": "1 / Gregory A. Sandfort",
500
"total": 9441792,
501
"reference": 9535836,
502
"referenceSource": "shares_present",
503
"diff": -94044,
504
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
505
},
506
{
507
"row": "1 / Mimi E. Vaughn",
508
"total": 9447644,
509
"reference": 9535836,
510
"referenceSource": "shares_present",
511
"diff": -88192,
512
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
513
},
514
{
515
"row": "1 / Westervelt T. Ballard, Jr.",
516
"total": 9352526,
517
"reference": 9535836,
518
"referenceSource": "shares_present",
519
"diff": -183310,
520
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
521
},
522
{
523
"row": "1 / Paula J. Poskon",
524
"total": 9352471,
525
"reference": 9535836,
526
"referenceSource": "shares_present",
527
"diff": -183365,
528
"note": "Not stated in text: no broker non-vote column on director rows in this contested election; the shortfall to votes represented is votes not cast for this nominee under the universal proxy (hypothesis, unverified)."
529
},
530
{
531
"row": "2",
532
"total": 9535836,
533
"reference": 9535836,
534
"referenceSource": "shares_present",
535
"diff": 0,
536
"note": null
537
},
538
{
539
"row": "3",
540
"total": 9535836,
541
"reference": 9535836,
542
"referenceSource": "shares_present",
543
"diff": 0,
544
"note": null
545
},
546
{
547
"row": "4",
548
"total": 9535836,
549
"reference": 9535836,
550
"referenceSource": "shares_present",
551
"diff": 0,
552
"note": null
553
}
554
],
555
"notes": [
556
"The text says nine of eleven nominees were elected but does not name them: electedCountStated 9, elected null on all rows (the nine Company nominees lead the For column, but the rule forbids deriving elected from counts).",
557
"Attendance printed as 9,535,836 votes, split by class: 9,534,652 common and 1,184 Employees' Subordinated Convertible Preferred (11,106,973 and 28,495 outstanding; one vote per share for each matter). The text prints one combined attendance figure and one tally per matter, so the combined figure is kept in sharesPresent (presentBasis votes_represented) and the class shares in shareClasses.",
558
"Found via filing-search formType DEFC14A 2025-09 to 2026-09 (Radoff Bradley Louis vs Genesco), then the issuer's 8-K."
559
]
560
},
561
"evidence": {
562
"proposals[0].nominees[9].side": "Bradley Radoff’s Nominees",
563
"proposals[0].nominees[0].elected": "As a result of the vote, nine were elected to the Board of Directors, by the following votes",
564
"meeting.sharesPresent": "There were 9,535,836 votes represented at the Annual Meeting by valid proxies or voted at the Annual Meeting (consisting of 9,534,652 shares of common stock and 1,184 shares of Employees’ Subordinated Convertible Preferred Stock)",
565
"disclosure.resultsStatus": "the final voting results tabulated by the Company’s independent Inspector of Election",
566
"proposals[0].electedCountStated": "As a result of the vote, nine were elected to the Board of Directors"
567
}
568
}
569
]
570
}